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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Wolfspeed, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
97785W106 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 97785W106 |
| 1 | Names of Reporting Persons
Renesas Electronics America Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,892,174.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
56.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 97785W106 |
| 1 | Names of Reporting Persons
Renesas Electronics Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,892,174.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
56.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Item 9 is based on (i) 16,852,372 shares of Common Stock, (ii) 11,096,247 shares of Common Stock issuable upon the conversion of the Issuer's 2.5% Convertible Second Lien Senior Secured Notes due 2031 (the "Convertible Notes") held by Renesas Electronics America Inc. ("REA"), and (iii) 4,943,555 shares of Common Stock issuable upon the exercise of the warrant (the "Warrant") to purchase Common Stock of the Issuer beneficially owned by REA (such shares of Common Stock, collectively, the "REA Reserve Shares").
Item 11 is based on 25,855,390 shares of Common Stock outstanding as of October 14, 2025, as reported on the Issuer's Definitive Proxy Statement on Schedule 14A filed on October 23, 2025, plus the REA Reserve Shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Wolfspeed, Inc. | |
| (b) | Address of issuer's principal executive offices:
4600 Silicon Drive, Durham, NC, 27703 | |
| Item 2. | ||
| (a) | Name of person filing:
Renesas Electronics America Inc. | |
| (b) | Address or principal business office or, if none, residence:
6024 Silver Creek Valley Road, San Jose, CA 95138 | |
| (c) | Citizenship:
CA | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
97785W106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
32,892,174
Pursuant to the Issuer's Joint Prepackaged Chapter 11 Plan of Reorganization, the Issuer holds the REA Reserve Shares in reserve for REA. Until certain regulatory approvals are received, REA may direct the Issuer to make sales of the REA Reserve Shares and to remit the cash proceeds from such sales directly to REA, but REA may not exercise voting power over such REA Reserve Shares. Renesas Electronics Corporation, as the sole shareholder of REA, may be deemed to have dispositive power over the shares of Common Stock, Convertible Notes and Warrants beneficially owned by REA and, accordingly, may be deemed to beneficially own the reported securities. | |
| (b) | Percent of class:
56.0% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
32,892,174 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
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.
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Comments accompanying signature: Exhibit 99.1 JOINT FILING STATEMENT