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    SEC Form SC 13D/A filed by SunPower Corporation (Amendment)

    6/3/24 4:31:52 PM ET
    $SPWR
    Semiconductors
    Technology
    Get the next $SPWR alert in real time by email
    SC 13D/A 1 tm2416281d1_sc13da.htm SC 13D/A

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

    SCHEDULE 13D

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 3)*

     

    SunPower Corporation

    (Name of Issuer)

     

    Common Stock, par value $0.001 per share

    (Title of Class of Securities)

     

    867652 406

    (CUSIP Number)

     

    Global Infrastructure Management, LLC
    Attention: Julie Ashworth

    1345 Avenue of the Americas, 30th Floor,

    New York, New York 10105

    (212) 315-8100

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

     

    May 30, 2024

    (Date of Event which Requires Filing of this Statement)

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

     

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

     

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

     

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     

     

     

     

    CUSIP No. 867652 406

                 
    1  

    Names of Reporting Persons

    Global Infrastructure Investors III, LLC

    2  

    Check the Appropriate Box if a Member of a Group

    (a) ¨

    (b) ¨

    3   SEC Use Only
    4  

    Source of Funds (See Instructions)

    OO

    5   Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
    6  

    Citizenship or Place of Organization

    Delaware

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

      7  

    Sole Voting Power

    0

      8  

    Shared Voting Power

    162,970,512 (1)(2)

      9  

    Sole Dispositive Power

    0

      10  

    Shared Dispositive Power

    162,970,512 (1)(2)

    11  

    Aggregate Amount Beneficially Owned by Each Reporting Person

    162,970,512 (1)(2)

    12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
    13  

    Percent of Class Represented by Amount in Row (11)

    65.1% (3)

    14  

    Type of Reporting Person

    OO

     

     

     

     

    CUSIP No. 867652 406

                 
    1  

    Names of Reporting Persons

    GIP III Sol Acquisition, LLC

    2  

    Check the Appropriate Box if a Member of a Group

    (a) ¨

    (b) ¨

    3   SEC Use Only
    4  

    Source of Funds (See Instructions)

    OO

    5   Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
    6  

    Citizenship or Place of Organization

    Delaware

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

      7  

    Sole Voting Power

    0

      8  

    Shared Voting Power

    162,970,512 (1)(2)

      9  

    Sole Dispositive Power

    0

      10  

    Shared Dispositive Power

    162,970,512 (1)(2)

    11  

    Aggregate Amount Beneficially Owned by Each Reporting Person

    162,970,512 (1)(2)

    12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
    13  

    Percent of Class Represented by Amount in Row (11)

    65.1% (3)

    14  

    Type of Reporting Person

    OO

     

     

     

     

    CUSIP No. 867652 406

                 
    1  

    Names of Reporting Persons

    GIP III Sol Holdings, L.P.

    2  

    Check the Appropriate Box if a Member of a Group

    (a) ¨

    (b) ¨

    3   SEC Use Only
    4  

    Source of Funds (See Instructions)

    OO

    5   Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
    6  

    Citizenship or Place of Organization

    Delaware

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

      7  

    Sole Voting Power

    0

      8  

    Shared Voting Power

    162,970,512 (1)(2)

      9  

    Sole Dispositive Power

    0

      10  

    Shared Dispositive Power

    162,970,512 (1)(2)

    11  

    Aggregate Amount Beneficially Owned by Each Reporting Person

    162,970,512 (1)(2)

    12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
    13  

    Percent of Class Represented by Amount in Row (11)

    65.1% (3)

    14  

    Type of Reporting Person

    PN

     

     

     

     

    CUSIP No. 867652 406

                 
    1  

    Names of Reporting Persons

    Global Infrastructure GP III, L.P.

    2  

    Check the Appropriate Box if a Member of a Group

    (a) ¨

    (b) ¨

    3   SEC Use Only
    4  

    Source of Funds (See Instructions)

    OO

    5   Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
    6  

    Citizenship or Place of Organization

    Delaware

    NUMBER OF

    SHARES

    BENEFICIALLY

    OWNED BY EACH

    REPORTING

    PERSON

    WITH

      7  

    Sole Voting Power

    0

      8  

    Shared Voting Power

    162,970,512 (1)(2)

      9  

    Sole Dispositive Power

    0

      10  

    Shared Dispositive Power

    162,970,512 (1)(2)

    11  

    Aggregate Amount Beneficially Owned by Each Reporting Person

    162,970,512 (1)(2)

    12   Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
    13  

    Percent of Class Represented by Amount in Row (11)

    65.1% (3)

    14  

    Type of Reporting Person

    PN

     

    (1) Includes 33,402,112 shares of common stock, par value $0.001 per share (“Common Stock”) of SunPower Corp. (the “Issuer”) issuable upon the exercise of the Second Tranche Warrant (as described in this filing) and 41,612,944 shares of the Issuer’s Common Stock issued upon the net exercise of the First Tranche Warrant (as described in this filing). The First Tranche Warrant exercise price was paid on a cashless basis pursuant to the terms of the warrant on March 5, 2024 and May 1, 2024, resulting in the Issuer withholding an aggregate of 139,696 shares of Common Stock to pay the exercise price and issuing an aggregate of 41,612,944 shares of Common Stock.
    (2) The shares of Common Stock reported herein are held directly by Sol Holding, LLC. GIP III Sol Acquisition, LLC is one of two members of Sol Holding, LLC, a limited liability company managed by a board of managers. The sole member of GIP III Sol Acquisition, LLC is GIP III Sol Holdings, L.P. The general partner of GIP III Sol Holdings, L.P. is Global Infrastructure GP III, L.P. The General Partner of Global Infrastructure GP III, L.P. is Global Infrastructure Investors III, LLC. As a result, each of the foregoing entities may be deemed to beneficially own the shares of Common Stock reported herein.
    (3) Percentage calculated based on (i) 175,361,088 shares of Common Stock outstanding as of December 15, 2023 as reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on December 18, 2023 plus (ii) 41,612,944 shares of Common Stock issued to the Reporting Person upon the cashless exercise of the First Tranche Warrant and (iii) 33,402,112 shares of Common Stock underlying the Second Tranche Warrant. In computing the number of shares beneficially owned by a person or entity and the percentage ownership of that person or entity, all shares subject to warrants held by such person or entity were deemed outstanding if such warrants are currently exercisable or will become exercisable within 60 days of the date of this filing. These shares were not deemed outstanding, however, for the purpose of computing the percentage ownership of any other person or entity.

     

     

     

     

    Explanatory Note

     

    This Amendment No. 3 (this “Amendment”) amends and supplements the statement on Schedule 13D filed on September 9, 2022, as amended on September 15, 2022 and February 14, 2024 (the “Filing”), by the Reporting Persons relating to the shares of common stock, par value $0.001 per share (“Common Stock”) of SunPower Corporation (the “Issuer”). Information reported in the Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Filing.

     

    The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. Information with respect to each Reporting Person is given solely by such Reporting Person and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person, except as otherwise provided in Rule 13d-1(k).

     

    Item 3. Source and Amount of Funds or Other Consideration.

     

    Item 3 of the Filing is amended and supplemented as follows:

     

    Second Lien Credit Facility

     

    As previously disclosed, on February 14, 2024, the Company entered into the Second Lien Credit Agreement, by and among the Company, certain of its subsidiaries as guarantors party thereto, the lenders party thereto, GLAS USA LLC, as Administrative Agent, and GLAS Americas, LLC, as Collateral Agent (the “Second Lien Credit Agreement”). Capitalized terms used but not defined in this section shall have the meanings given to such terms in the Second Lien Credit Agreement.

     

    The Second Lien Credit Agreement provides for an approximately $175.5 million term loan facility comprised of: (i) an approximately $125.5 million tranche of second lien term loans (“Tranche 1 Second Lien Loans”), which was borrowed on the closing date of the Second Lien Credit Agreement; and (ii) a second tranche of $50 million of second lien term loans (“Tranche 2 Second Lien Loans”).

     

    On May 30, 2024, the Company borrowed $50 million of Tranche 2 Second Lien Loans, which consisted of all Tranche 2 Term Loan Commitments.

     

    The foregoing descriptions of the Tranche 2 Second Lien Loans and the terms of the Second Lien Credit Agreement do not purport to be complete and are subject to, and qualified in their entirety by, reference to the Second Lien Credit Agreement, which was filed as Exhibit 3 to this Filing as part of Amendment No. 2 dated February 14, 2024.

     

     

     

     

    Warrants

     

    As previously disclosed, in connection with the Second Lien Credit Agreement, the Issuer agreed to issue to Sol Holding warrants to purchase shares of Common Stock in two tranches: (i) the first tranche (“First Tranche Warrant”) consisting of a warrant exercisable for 41,752,640 shares of Common Stock and (ii) the second tranche (“Second Tranche Warrant”) consisting of an additional warrant exercisable for 33,402,112 shares of Common Stock. As previously disclosed, on February 14, 2024, concurrent with the issuance of the Tranche 1 Loans, the Issuer issued the First Tranche Warrant to Sol Holding. On March 5, 2024, Sol Holding elected to exercise the portion of the First Tranche Warrant representing 35,077,905 of the 41,752,640 shares of Common Stock underlying the First Tranche Warrant, and paid the exercise price on a cashless basis pursuant to the terms of the First Tranche Warrant, resulting in the Issuer withholding 107,907 shares of Common Stock to pay the exercise price and issuing to Sol Holding an aggregate of 34,969,998 shares of Common Stock. On May 1, 2024, Sol Holding elected to exercise the remaining 6,674,735 shares of Common Stock underlying the First Tranche Warrant, and paid the exercise price on a cashless basis pursuant to the terms of the First Tranche Warrant, resulting in the Issuer withholding 31,789 shares of Common Stock to pay the exercise price and issuing to Sol Holding an aggregate of 6,642,946 shares of Common Stock. The total number of shares of Common Stock issued to Sol Holding upon the exercises of the First Tranche Warrants was 41,612,944 shares of Common Stock.

     

    On May 30, 2024, concurrently with the issuance of the Tranche 2 Loans, the Issuer issued the Second Tranche Warrant to Sol Holding.

     

    The Second Tranche Warrant is exercisable in whole or in part for shares of Common Stock at an exercise price of $0.01 per share and expires on the tenth anniversary of issuance. Sol Holding may pay the exercise price in cash or elect to exercise the Second Tranche Warrant on a “cashless” basis. Pursuant to the terms of the Second Tranche Warrant, the number of shares for which the Second Tranche Warrant is exercisable and the exercise price for such shares may be adjusted in the event of certain dilutive issuances pursuant to an anti-dilution formula set forth in the Second Tranche Warrant, and for stock splits, reclassifications, share combinations, dividends or distributions made by the Issuer on the Common Stock. Further, in connection with an Event of Default (as defined in the Second Lien Credit Agreement), the Issuer may be required, at the election of the warrantholder, to either (a) purchase the Second Tranche Warrant for a cash amount equal to the Black-Scholes Value (as defined in the Second Tranche Warrant) of the unexercised portion of the Second Tranche Warrant or (b) permit the exercise of the Second Tranche Warrant pursuant to a cashless default exercise for a number of shares of Common Stock with a value equal to the Black-Scholes Value of the unexercised portion of the Second Tranche Warrant.

     

    The foregoing description of the Second Tranche Warrant does not purport to be complete and is qualified by the full text of the Warrant to Purchase, which is filed as Exhibit 4 to this Filing.

     

    Item 4. Purpose of Transaction.

     

    Item 4 of the Filing is amended and supplemented as follows:

     

    The descriptions of the Tranche 2 Loans and Second Tranche Warrant in Item 3 are hereby incorporated by reference into this Item 4.

     

     

     

     

    Item 5. Interest in Securities of the Issuer.

     

    Item 5 of the Filing is amended and restated in its entirety as follows.

     

    The information set forth in the facing pages of this Schedule 13D with respect to the shared beneficial ownership of Common Stock by the Reporting Persons is incorporated by reference into this Item 5.

     

    The information set forth in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5.

     

    (a)-(b) The number and percentage of shares of Common Stock to which this Filing relates is 162,970,512, constituting 65.1% of the Common Stock outstanding. The percentage of beneficial ownership in this Filing is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and is based on an aggregate of 175,361,088 shares of Common Stock outstanding as of December 15, 2023 as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on December 18, 2023, adjusted to reflect the 41,612,944 shares of Common Stock issued to Sol Holding upon the cashless exercise of the First Tranche Warrant.

     

    The shares of Common Stock reported herein are held directly by Sol Holding. GIP III Sol Acquisition, LLC is one of two members of Sol Holding, LLC, a limited liability company managed by a board of managers. The sole member of GIP III Sol Acquisition, LLC is GIP III Sol Holdings, L.P. The general partner of GIP III Sol Holdings, L.P. is Global Infrastructure GP III, L.P. The General Partner of Global Infrastructure GP III, L.P. is Global Infrastructure Investors III, LLC. As a result, each of the foregoing entities may be deemed to beneficially own the shares of Common Stock reported herein.

     

    (c) Other than as disclosed in Item 4 of this Amendment, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days.

     

    (d) None.

     

    (e) Not applicable.

      

    Item 7. Materials to be Filed as Exhibits

     

    Item 7 of the Filing is hereby amended and supplemented as follows:

     

    Exhibit  Number Description
    4 Second Tranche Warrant to Purchase (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on May 30, 2024).

     

     

     

     

    SIGNATURES

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

    Date: June 3, 2024

     

     

    GLOBAL INFRASTRUCTURE GP III, L.P.

    By: Global Infrastructure Investors III, LLC, its general partner

         
      By: /s/ Jonathan Bram
      Name: Jonathan Bram
      Title: Partner

     

      GIP III SOL ACQUISITION, LLC
         
      By: /s/ Jonathan Bram
      Name: Jonathan Bram
      Title: President

     

     

    GIP III SOL HOLDINGS, L.P.

    By: Global Infrastructure GP III, L.P., its general partner

    By: Global Infrastructure Investors, LLC, its general partner

         
      By: /s/ Jonathan Bram
      Name: Jonathan Bram
      Title: Partner

     

      GLOBAL INFRASTRUCTURE INVESTORS III, LLC
         
      By: /s/ Jonathan Bram
      Name: Jonathan Bram
      Title: Partner

     

     

     

     

    Schedule A

     

    DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS

     

    The name, present principal occupation or employment and citizenship of each of the executive officers and directors of Global Infrastructure Investors III, LLC and GIP III Sol Acquisition, LLC are set forth below. Unless otherwise noted, the business address of each individual affiliated with Global Infrastructure Investors III, LLC and GIP III Sol Acquisition, LLC is c/o Global Infrastructure Management, LLC, 1345 Avenue of the Americas, 30th Floor, New York, New York 10105.

     

    Global Infrastructure Investors III, LLC

     

    Name   Present Principal Occupation or Employment   Citizenship
    Adebayo Ogunlesi   Managing Partner / Founding Partner of Global Infrastructure Partners   United States
    Deepak Agrawal   Partner of Global Infrastructure Partners    
    Julie Ashworth   General Counsel and Partner of Global Infrastructure Partners   United States
    Jonathan Bram   Founding Partner of Global Infrastructure Partners   United States
    William Brilliant   Partner of Global Infrastructure Partners   United States
    Robert Callahan   Partner of Global Infrastructure Partners   United States
    Lucy Chadwick   Partner of Global Infrastructure Partners   United Kingdom
    Matthew Harris   Founding Partner of Global Infrastructure Partners   United States
    Tom Horton   Partner of Global Infrastructure Partners   United States
    Philip Iley   Partner of Global Infrastructure Partners   United Kingdom
    Michael McGhee   Founding Partner of Global Infrastructure Partners   United Kingdom
    Bruce MacLennan   Partner of Global Infrastructure Partners   Canada
    Andrew Paulson   Partner of Global Infrastructure Partners   United Kingdom
    Rajaram Rao   President, Chief Operating Officers and Partner of Global Infrastructure Partners   United Kingdom
    William Woodburn   Founding Partner of Global Infrastructure Partners   United States
    Salim Samaha   Partner of Global Infrastructure Partners   United States
    Robert Stewart   Partner of Global Infrastructure Partners   Australia
    Scott Telesz   Partner of Global Infrastructure Partners   United States
    Gregg Myers   Chief Financial Officer of Global Infrastructure Partners   United States
    Robert O’Brien   Chief Risk Officer of Global Infrastructure Partners   United States

      

    GIP III SOL ACQUISITION, LLC

      

    Name   Present Principal Occupation or Employment   Citizenship
    Julie Ashworth   General Counsel and Partner of Global Infrastructure Partners   United States
    Jonathan Bram   Founding Partner of Global Infrastructure Partners   United States
    Matthew Harris   Founding Partner of Global Infrastructure Partners   United States
    Gregg Myers   Chief Financial Officer of Global Infrastructure Partners   United States

     

     

     

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      OREM, Utah, April 21, 2025 (GLOBE NEWSWIRE) -- Complete Solaria, Inc. d/b/a SunPower ("SunPower" or the "Company") (NASDAQ:CSLR), a leading solar technology, services, and installation company, today announced it is rebranding as SunPower. The company's ticker symbol will change from "CSLR" and "CSLRW" to "SPWR" and "SPWRW", respectively, effective April 22, 2025. SunPower was founded in April 1985, came public in 2005 and broke the $1 billion revenue barrier in 2008. Since its inception 40 years ago, the iconic company has exemplified the spirit of innovation in the solar industry, developing pioneering technology, making essential contributions to research and development, and setting t

      4/21/25 8:00:00 AM ET
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    $SPWR
    Financials

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    • SunPower Reports Fourth Quarter and Full Year 2023 Results

      Added 16,000 customers in Q4, 75,900 new customers in FY 2023Reported Q4 revenue of $357 million; FY 2023 revenue of $1.7 billion Reported Q4 GAAP Net Loss of ($124) million and Adjusted EBITDA of ($68) million; FY 2023 GAAP Net Loss of ($247) million and Adjusted EBITDA of ($84) million Announced $175 million of additional capital and $25 million of additional revolving debt capacityRICHMOND, Calif., Feb. 15, 2024 /PRNewswire/ -- SunPower Corp. (NASDAQ:SPWR), a leading solar technology and energy services provider, today announced financial results for the fourth quarter and full year ending December 31, 2023.

      2/15/24 7:45:00 AM ET
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    • SunPower Reports Second Quarter 2023 Results

      Added 20,400 customers in Q2, entering Q3 with backlog of 20,000 retrofit customers and 39,000 New Homes customers Increased GAAP Revenue 11% year-over-year  Reported Q2 GAAP Net Loss of ($30) million, Adjusted EBITDA of ($3) million Previously announced updated Guidance to reflect current market conditions  SunPower Financial™ to become ADT Solar's exclusive lease and PPA providerRICHMOND, Calif., Aug. 1, 2023 /PRNewswire/ -- SunPower Corp. (NASDAQ:SPWR), a leading residential solar technology and energy services provider, today announced financial results for the second quarter, ending July 2, 2023.

      8/1/23 7:45:00 AM ET
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    • SunPower Reports Preliminary Second Quarter 2023 Results and Provides Updated Guidance

      Preliminary second quarter GAAP Net Loss of ($30) million, Adjusted EBITDA of approximately ($3) millionPreliminary second quarter customer growth of 20,400 new customersPreliminary second quarter Revenue of $464 million, 11% higher year-over-yearReduced 2023 outlook for customer growth and Adjusted EBITDARICHMOND, Calif., July 26, 2023 /PRNewswire/ -- SunPower Corp. (NASDAQ:SPWR), a leading solar technology and energy services provider, today provided preliminary unaudited financial results for the second quarter ending July 2, 2023. "Demand in the second quarter has weakened

      7/26/23 8:30:00 AM ET
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    $SPWR
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

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    • SEC Form 3 filed by new insider Henry Matthew J.

      3 - SUNPOWER CORP (0000867773) (Issuer)

      8/9/24 5:24:06 PM ET
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    • New insider Garzolini Anthony claimed ownership of 637 shares (SEC Form 3)

      3 - SUNPOWER CORP (0000867773) (Issuer)

      8/9/24 5:14:31 PM ET
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    • SEC Form 3 filed by new insider Pignon Marc-Antoine

      3 - SUNPOWER CORP (0000867773) (Issuer)

      7/29/24 4:10:51 PM ET
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    SEC Filings

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    • SunPower Corporation filed SEC Form 8-K: Events That Accelerate or Increase a Direct Financial Obligation, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

      8-K - SUNPOWER CORP (0000867773) (Filer)

      8/12/24 5:02:49 PM ET
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    • SEC Form NT 10-Q filed by SunPower Corporation

      NT 10-Q - SUNPOWER CORP (0000867773) (Filer)

      8/12/24 4:15:09 PM ET
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      Semiconductors
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    • SunPower Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Bankruptcy or Receivership, Creation of a Direct Financial Obligation, Events That Accelerate or Increase a Direct Financial Obligation, Leadership Update, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

      8-K - SUNPOWER CORP (0000867773) (Filer)

      8/6/24 9:05:15 AM ET
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