SunPower Inc 8-K/A, filed Jan 13, 2026
SunPower Inc. (SPWR)
About this 8-K/A
SunPower Inc filed this 8-K/A on January 13, 2026, reporting on events of November 21, 2025.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Introductory Note
This Current Report on Form 8-K/A amends the Original Report to include the financial statements required to be filed under Item 9.01(a) of Current Report on Form 8-K and the pro forma financial information required to be filed under Item 9.01(b) of Current Report on Form 8-K, in each case relating to Ambia. Except as provided herein, the disclosures made in the Original Report remain unchanged.
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Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
(i) Ambia’s audited financial statements, comprising the balance sheet as of December 31, 2024 and the related statement of operations and member’s deficit, and statement of cash flows for the year then ended, and the related notes to the financial statements, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(ii) Ambia’s unaudited financial statements, comprising the consolidated balance sheets as of September 30, 2025 and December 31, 2024, and the related statements of operations and member’s deficit, and statements of cash flows for the nine months ended September 30, 2025 and 2024, and the related notes to the financial statements, are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma combined financial information required by Item 9.01 of Current Report on Form 8-K, giving effect to the closing of the MIPA and the acquisition of Ambia, is attached as Exhibit 99.3 to this Current Report on Form 8-K/A.
(d) Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SunPower Inc. | ||
| Dated: January 12, 2026 | By: | /s/ Thurman J. Rodgers |
| Thurman J. Rodgers | ||
| Chief Executive Officer | ||
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
SunPower, Inc.
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 No. 333-276376 and No. 333-289759 of SunPower Inc. of our report dated December 22, 2025, relating to the 2024 financial statements of Ambia Energy, LLC, which appears in this Form 8-K/A.
/s/ Tanner LLP
Lehi, Utah
January 12, 2026
Exhibit 99.1
To the Members of
Ambia Energy, LLC
Opinion
We have audited the accompanying financial statements of Ambia Energy, LLC (the Company), which comprise the balance sheet as of December 31, 2024, and the related statement of operations and member’s deficit , and cash flows for the year then ended, and the related notes to financial statements.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America (US GAAP).
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with US GAAP, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
3300 N. Triumph Blvd., Suite 410, Lehi, UT 84043
In performing an audit in accordance with generally accepted auditing standards, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
/s/ Tanner LLC
December 22, 2025
3300 N. Triumph Blvd., Suite 410, Lehi, UT 84043
Balance Sheet
| As of December 31, | ||||
| 2024 | ||||
| Assets | ||||
| Current assets: | ||||
| Cash | $ | 1,043,269 | ||
| Accounts receivable, net of allowance for credit losses of $123,000 | 1,010,295 | |||
| Contract assets - unbilled revenues | 4,601,890 | |||
| Other receivables | 366,027 | |||
| Sales commissions receivable | 423,719 | |||
| Deferred commissions | 3,511,328 | |||
| Deferred costs | 6,137,615 | |||
| Prepaid expenses and other current assets | 531,238 | |||
| Total current assets | 17,625,381 | |||
| Property and equipment, net | 385,192 | |||
| Operating lease right-of-use assets | 740,654 | |||
| Finance lease right-of-use assets | 1,971,170 | |||
| Deposits | 116,819 | |||
| Total assets | $ | 20,839,216 | ||
| Liabilities and Member’s Deficit | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 2,168,566 | ||
| Accrued expenses | 2,799,860 | |||
| Accrued commissions | 180,114 | |||
| Related-party accounts payable | 509,649 | |||
| Deferred revenue | 10,585,293 | |||
| Current portion of operating lease liabilities | 401,456 | |||
| Current portion of finance lease liabilities | 315,541 | |||
| Total current liabilities | 16,960,479 | |||
| Operating lease liabilities, net of current portion | 367,346 | |||
| Finance lease liabilities, net of current portion | 1,228,546 | |||
| Related-party lines of credit | 2,175,000 | |||
| Related-party notes payable | 7,140,109 | |||
| Total liabilities | 27,871,480 | |||
| Commitments and contingencies | ||||
| Member’s deficit | (7,032,264 | ) | ||
| Total liabilities and member’s deficit | $ | 20,839,216 | ||
See accompanying notes to financial statements
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Statement of Operations and Member’s Deficit
| For the Year Ended | ||||
| 2024 | ||||
| Revenues | $ | 54,273,721 | ||
| Cost of revenues | 31,932,462 | |||
| Gross profit | 22,341,259 | |||
| Operating expenses: | ||||
| General and administrative | 11,156,319 | |||
| Commissions | 14,399,701 | |||
| Rent | 1,198,814 | |||
| Depreciation and amortization | 401,665 | |||
| Total operating expenses | 27,156,499 | |||
| Operating loss | (4,815,240 | ) | ||
| Other expense: | ||||
| Interest expense | (1,233,685 | ) | ||
| Other expense | (204,126 | ) | ||
| Total other expense | (1,437,811 | ) | ||
| Net loss | $ | (6,253,051 | ) | |
| Member’s deficit, beginning of the year | $ | (5,112,377 | ) | |
| Member’s contribution | 4,333,164 | |||
| Net loss | (6,253,051 | ) | ||
| Member’s deficit, end of the year | $ | (7,032,264 | ) | |
See accompanying notes to financial statements
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Statement of Cash Flows
| For the Year Ended December 31, | ||||
| 2024 | ||||
| Cash flows from operating activities: | ||||
| Net loss | $ | (6,253,051 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Amortization of operating right-of-use assets | 759,705 | |||
| Depreciation and amortization | 401,665 | |||
| Changes in operating assets and liabilities | ||||
| Accounts receivable | (854,494 | ) | ||
| Contract assets - unbilled revenues | (685,328 | ) | ||
| Other receivables | (70,215 | ) | ||
| Sales commissions receivable | 143,272 | |||
| Inventories | 74,447 | |||
| Deferred costs and commissions | (701,857 | ) | ||
| Prepaid expenses and other assets | (323,190 | ) | ||
| Deposits | (14,304 | ) | ||
| Accounts payable | 696,549 | |||
| Accrued expenses | 2,009,806 | |||
| Accrued commissions | 180,114 | |||
| Related-party accounts payable | 89,561 | |||
| Deferred revenue | (1,076,155 | ) | ||
| Operating lease liabilities | (698,091 | ) | ||
| Net cash used in operating activities | (6,321,566 | ) | ||
| Cash flows from investing activities: | ||||
| Purchase of property and equipment | (335,303 | ) | ||
| Cash flows from financing activities: | ||||
| Proceeds from related-party notes payable and revolving lines of credit | 8,925,000 | |||
| Payments on related-party notes payable and revolving lines of credit | (3,305,747 | ) | ||
| Payments on finance lease liabilities | (530,918 | ) | ||
| Proceeds from members’ contribution | 1,883,164 | |||
| Net cash provided by financing activities | 6,971,499 | |||
| Net change in cash | 314,630 | |||
| Cash at beginning of year | 728,639 | |||
| Cash at end of year | $ | 1,043,269 | ||
| Supplemental disclosure of cash flow information: | ||||
| Cash paid for interest | $ | 235,503 | ||
| Supplemental disclosure of non-cash investing and financing activities: | ||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | 61,313 | ||
| Finance lease right-of-use assets obtained in exchange for finance lease liabilities | 1,477,040 | |||
| Conversion of related-party notes payable to members’ equity | 2,450,000 | |||
See accompanying notes to financial statements
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Notes to Financial Statements
| 1. | Nature of Operations |
Organization
Ambia Energy, LLC was organized on March 24, 2021 as a Utah limited liability company. The Company is a residential solar energy system installer and operates in various markets throughout the United States. The Company is a wholly owned subsidiary of Ambia Holdings, Inc.
| 2. | Summary of Significant Accounting Policies |
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts which, at times, exceeds federally insured limits. To date, the Company has not experienced a loss or lack of access to its invested cash; however, no assurance can be provided that access to the Company’s invested cash will not be impacted by adverse conditions in the financial markets.
In the normal course of business, the Company provides credit terms to its customers and generally requires no collateral. Customers that comprise more than 10% of the Company’s accounts receivable or annual net sales are considered to be major customers. No residential customer accounted for more than 10% of sales or accounts receivable as of and for the year ended December 31, 2024.
The Company’s residential customers generally pay for the transaction with financing. Significant lenders were as follows for the year ended December 31:
| 2024 | ||||
| Lender A | 64 | % | ||
| Lender B | 26 | % | ||
| Lender C | 10 | % | ||
| * | Lender funded less than 10% of sales for the year. |
Additionally, the following lenders owed a significant portion of the Company’s account receivable balance as of December 31:
| 2024 | ||||
| Lender A | 46 | % | ||
| Lender B | 31 | % | ||
| Lender D | 10 | % | ||
| * | Lender accounted for less than 10% of the accounts receivable balance. |
Major vendors are defined as those vendors to which expenditures made by the Company are 10% or more of the Company’s total purchases. The following was a major vendor for the year ended December 31:
| 2024 | ||||
| Vendor A | 58 | % | ||
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Lease Commitments
The Company leases certain office and warehouse space, and vehicles. The Company assesses whether an arrangement qualifies as a lease (i.e., conveys the right to control the use of an identified asset for a period of time in exchange for consideration) at inception and whether the arrangement is an operating or finance lease, and only reassesses its determination if the terms and conditions of the arrangement are changed. For all arrangements where it is determined that a lease exists, the related right-of-use assets and lease liabilities are recorded within the balance sheet as either operating or finance leases. At inception or modification, the Company calculates the present value of lease payments using the implicit rate determined from the contract or the Company’s incremental borrowing rate applicable to the lease, which is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset. The present value is adjusted for prepaid lease payments, lease incentives, and initial direct costs (e.g. commissions). The Company’s leases may require fixed rental payments, variable lease payments based on usage or sales and fixed non-lease costs relating to the leased asset.
Variable lease payments are generally not included in the measurement of the right-of-use assets and lease liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense is recognized for these leases on a straight-line basis over the lease term. Fixed non-lease costs, for example common-area maintenance costs, taxes, insurance, and maintenance, are excluded from the measurement of the right-of-use asset and lease liability as the Company separates lease and non-lease components.
Some leases include one or more options to renew, with renewal terms that can extend the lease term for up to three years. The exercise of lease renewal options is at the Company’s sole discretion. The depreciable life of the assets and leasehold improvements are limited by the expected term unless there is a transfer of title or purchase option reasonably certain of exercise.
Accounts Receivable, Contract Assets, and Allowance for Credit Losses
The Company records its accounts receivable and contract assets at sales value. The Company’s contract assets consist of revenues recognized by the Company, but for which the Company has not yet been able to contractually invoice for final payment. The Company has tracked historical loss information for its accounts receivable and contract assets and compiled historical credit loss percentages for customers who share similar risk characteristics considering current trends and forecasts. Management believes that the historical loss information it has compiled is a reasonable basis on which to determine expected credit losses for accounts receivable and contract assets held as of year end because the composition of the accounts receivable and contract assets at that date is consistent with that used in developing the historical credit-loss percentages (i.e. the similar risk characteristics of its customers and its lending practices have not changed significantly over time). Final payment of the Company’s accounts receivable is considered past due when payment has not been received within 30 days of the invoice date. Account balances are charged off against the allowance for credit losses when the probability for recovery is remote. Recoveries of receivables previously charged off are recorded when cash payment is received. As of December 31, 2024, the allowance for credit losses was $123,000.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or over the related lease terms (if shorter) as follows:
| Tools and gear | 3 years | |
| Computer equipment | 3 years | |
| Furniture | 5 years | |
| Vehicles | 3 years | |
| Leasehold improvements | 1-3 years |
Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Routine maintenance, repairs, and renewal costs are expensed as incurred. Upon sale or retirement of depreciable property, the costs and accumulated depreciation and amortization are removed from the related accounts and any gain or loss is reflected in the statement of operations and member’s deficit.
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Impairment of Long-Lived Tangible Assets
Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. When such factors and circumstances exist, the Company compares the estimated undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amounts over the fair values of those assets and is recorded in the period in which the determination is made. As of December 31, 2024, management determined that the Company’s tangible assets were not impaired.
Income Taxes
The Company is organized as a limited liability company and is generally not subject to income taxed pertaining to operations; rather, the members of the limited liability company are taxed on their proportionate share of the Company’s taxable income. Therefore, no provision for income taxes has been included in the accompanying financial statements. The Company makes distributions to it member to pay income tax liabilities.
Generally accepted accounting principles require tax effects from an uncertain tax position to be recognized in the financial statements only if the position is more likely than not to be sustained if the position were to be challenged by a taxing authority. The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged. If an uncertain tax position meets the more-likely-than-not threshold, the largest amount of tax benefit that is greater than 50% likely to be recognized upon ultimate settlement with the taxing authority is recorded. As of December 31, 2024, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the financial statements. The Company is subject to routine audits by tax jurisdictions; however, there are currently no audits in progress.
Revenue Recognition and Deferred Revenue
The Company primarily generates its revenues from selling and installing solar energy systems. Revenues are recognized when control of installed solar systems are transferred to customers in an amount that reflects the consideration expected to be received by the Company in exchange for the installed solar system. The Company determines revenue recognition through the following steps:
| ● | Identification of the contract, or contracts, with a customer |
| ● | Identification of the performance obligations in the contract |
| ● | Determination of the transaction price |
| ● | Allocation of the transaction price to the performance obligations in the contract |
| ● | Recognition of revenue when, or as, each performance obligation is satisfied |
A performance obligation is a promise in a contract to transfer a distinct service or product to the client, and it is the unit of account in the guidance for revenue recognition. The Company’s contracts have a single performance obligation, which is to either a) install a solar energy system or b) orchestrate the sale of a solar energy system which will be installed by a third party. The promise to transfer the services is not separately identifiable from other promises in those contracts, and therefore, those other promises are not distinct performance obligations.
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Installation Services
The Company’s principal performance obligation is to install a solar energy system. The Company recognizes revenue upon receiving notice of the completion of the final inspection of the respective solar energy system.
Revenue is recognized at the total contract price that the end residential customer has agreed to pay before any cost of financing incurred by customer. The Company arranges financing for the customer with third-party financing companies. These third-party financing companies often withhold amounts to pay for solar panels and other materials for added security. The Company is the primary obligor in the transaction as it controls the price charged to end residential customers, bears the responsibility to install solar panels that meet regulatory requirements, and bears collection risk unless the customer is approved to finance the transaction with a third-party financing company.
Sales Dealer Services
The Company’s principal performance obligation is to complete the sale of solar energy systems for third parties who then perform the installation. The Company recognizes revenue upon the closing of each sale in the amount of the fee they earn for closing the sale, as that is when the performance obligation is satisfied.
The following table presents the Company’s revenue disaggregated by revenue source (recognized at a point in time) for the year ended December 31:
| 2024 | ||||
| Installation services revenue | $ | 54,164,441 | ||
| Sales dealer revenue | 109,280 | |||
| $ | 54,273,721 | |||
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled revenue (contract assets), and deferred revenue (contract liabilities) on the balance sheet. Amounts are billed as specific milestones are met, which may or may not align with when revenue is recognized. Specific billing milestones include: 1) 10% - 20% of the contract value is billed to the third-party lender upon contract signing; 2) an additional 70% of the contract value is billed to the third-party lender upon the solar system being installed; and 3) the final 10% - 20% of the contract value is billed to the third-party lender upon system receiving its permission to operate from the local jurisdiction. All revenue from solar system installations is recognized upon the system passing inspection by the local jurisdiction, which generally does not coincide with receiving a permission to operate and as a result the third payment for the final 10% - 20% from the lender is recorded as a contract asset – unbilled revenue until the permission to operate is received from the local jurisdiction.
The beginning and ending contract balances were as follows:
| December 31, 2024 | January 1, 2024 | |||||||
| Accounts receivable | $ | 1,010,295 | $ | 155,801 | ||||
| Unbilled receivables | 4,601,890 | 3,916,562 | ||||||
| Deferred revenue | 10,585,293 | 11,661,448 | ||||||
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Limited Warranty
The Company provides a limited warranty of workmanship on its installation products for a period of ten years beginning on the date of installation completion. This warranty is limited to defects in materials and workmanship caused during installation, and to roof penetrations caused in the installation that they will be watertight. The Company bases its estimates on historical estimates and known conditions at the time. To date, warranty claims have been nominal. Accordingly, there was no warranty accrual recorded as of December 31, 2024.
Deferred Commissions
Costs Incurred to Acquire Customer Contracts
The Company recognizes an asset for incremental costs of obtaining a contract with the customer if management expects to recover these costs. Incremental costs are those that would not have been incurred if the contract did not exist. Examples of incremental costs often capitalized are sales commissions whereas examples of costs that would not be included are internal employee salaries, standard benefits, travel costs, and other / general legal costs. Sales commissions and related payroll taxes are the only incremental contract costs the Company incurs, which are paid out when installation is complete. As installations of customer solar systems are generally installed within 3 months resulting in the commissions being earned at that point-in-time, the Company applies the practical expedient under ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers and expenses all incremental costs to acquire customers contracts upon installation of the solar system.
Deferred Contract Fulfillment Costs
Prior to the installation and final inspection of a customer solar system, the Company incurs costs for design, equipment, permits, and other similar costs. These contract fulfillment costs are contract specific, enhance the asset (solar system) that will eventually be transferred to the customer, and are expected to be recovered as part of the transaction price associated with the contract. As a result, the Company capitalizes these costs as they are incurred, and expenses them once the solar system passes final inspection. The Company had $6,137,615 in deferred contract fulfillment costs classified as deferred costs in the accompanying balance sheet as of December 31, 2024.
Advertising
Advertising costs are expensed as incurred. Advertising expense for the year ended December 31, 2024 totaled approximately $291,000.
Sales Tax
The Company collects sales and other taxes from certain customers and remits those taxes to governmental agencies. The Company reports the collection of these taxes on a net basis and such taxes are excluded from revenues.
Subsequent Events
Management has evaluated events and transactions for potential recognition or disclosure through December 22, 2025, which is the date the financial statements were available to be issued.
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| 3. | Liquidity |
In assessing the Company’s liquidity, the Company monitors and analyzes its cash and its ability to generate sufficient cash flow in the future to support its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its operating expense obligations.
As of December 31, 2024, the Company had a working capital surplus of approximately $665,000 and stockholders’ deficit of approximately $7,032,000. For the year ended December 31, 2024, the Company had a net loss of approximately $6,253,000 and used cash in operating activities of approximately $6,322,000.
On November 11, 2025, the Company entered a non-binding letter of intent with SunPower, Inc. to be acquired for $37,500,000. The transaction closed on November 21, 2025.
Management of the Company has evaluated these conditions and believes the Company’s working capital and sales from operations will allow the Company to fund operations and pay current liabilities. Additionally, the Company raised additional funds in 2025 (See Note 13) that will assist the Company with liquidity needs, and finally, management believes the pending acquisition of the Company as previously mentioned will provide sufficient liquidity for the Company’s needs. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Although there can be no assurances, management believes that the capital raised and pending acquisition of the Company, combined with continued operational improvements as needed will provide the Company with the resources necessary to meet its liquidity needs for 12 months from the date the financial statements were available to be issued.
| 4. | Property and Equipment |
Property and equipment consisted of the following as of December 31:
| 2024 | ||||
| Tools and gear | $ | 296,085 | ||
| Leasehold improvements | 76,701 | |||
| Vehicles | 52,552 | |||
| Computer equipment | 54,392 | |||
| Furniture | 30,946 | |||
| 510,676 | ||||
| Less accumulated depreciation and amortization | (125,484 | ) | ||
| $ | 385,192 | |||
Depreciation and amortization expense on property and equipment was calculated on a straight-line basis and for the year ended December 31, 2024 was $101,680. Amortization of right-of-use assets held under finance leases was $299,985 for the year ended December 31, 2024; and is included in depreciation and amortization expense in the statement of operations and member’s deficit.
| 5. | Related-Party Notes Payable |
The Company has entered into notes payable agreements with various related parties. Interest rates on these notes payable range from 8% to 13%. Some notes require quarterly interest payments, while others do not require interest to be paid until the maturity date. For all related-party notes payable, the principal amounts are not due until the maturity date which ranges from December 2026 to April 2033.
As of December 31, 2024, the future maturities of related-party notes payable are as follows:
| For the year ending December 31: | ||||
| 2025 | $ | - | ||
| 2026 | 3,100,000 | |||
| 2027 | - | |||
| 2028 | - | |||
| 2029 | - | |||
| Thereafter | 4,040,109 | |||
| $ | 7,140,109 | |||
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| 6. | Related-Party Lines of Credit |
The Company has entered into verbal line of credit agreements with related parties. These lines of credit have maximum balances of $250,000 to $1,400,000 and bear interest on their outstanding individual balances at an interest rate of 13%. Principal and interest are not due until the maturity date which range from May to July 2027.
As of December 31, 2024, the future maturities of related-party lines of credit are as follows:
| For the year ending December 31: | ||||
| 2025 | $ | - | ||
| 2026 | - | |||
| 2027 | 2,175,000 | |||
| $ | 2,175,000 | |||
| 7. | Member’s Deficit |
The Company is wholly owned by Ambia Holdings, Inc. and a 100% of the membership interests outstanding are held by Ambia Holdings, Inc.
| 8. | Commitments and Contingencies |
Litigation
The Company is involved in legal proceedings from time to time arising in the normal course of business. Management, after consultation with legal counsel, believes that the outcome of these proceedings will not have a material impact on the Company’s financial position, results of operations, or liquidity.
Commitment to Former Employee
On November 7, 2024, the Company entered into a separation and release of claims agreement with an employee wherein the employee was paid a severance payment of approximately $42,000 in exchange for the employee’s release of claims and agreement to restrictive covenants. Contemporaneously with this agreement, the Company entered a loan agreement with this employee and committed to lend to this former employee up to $600,000 with draws occurring at a pre-defined rate during 2025 and 2026. Interest on the draw amounts earn 3% of the outstanding balance. Each draw will be fully forgiven 5 months after the disbursement if the former employee abides by the restrictive covenants, which are primarily non-compete and non-solicitation agreements. This former employee holds a less than 1% interest in the Company.
During 2024 no amounts were forgiven. As of December 31, 2024, the outstanding balance under this loan agreement was $400,000, and is included within accrued liabilities on the balance sheet. If not forgiven, the entire balance under this agreement is due on January 15, 2028.
10
| 9. | Leases |
Finance lease assets are recorded net of accumulated amortization of $313,445 as of December 31, 2024.
The components of lease expense were as follows for the year ended December 31:
| Lease Cost | Classification | 2024 | ||||
| Operating | Rent | $ | 759,705 | |||
| Finance: | ||||||
| Asset amortization | Depreciation and amortization | 299,985 | ||||
| Interest on liability | Net interest expense | 44,223 | ||||
| Net lease cost | $ | 1,103,913 | ||||
The weighted average remaining lease terms and interest rates were as follows as of December 31, 2024:
| Lease Term and Discount Rate | 2024 | |||
| Weighted average remaining lease term (years) | ||||
| Operating leases | 2.26 | |||
| Finance leases | 4.36 | |||
| Weighted average discount rate | ||||
| Operating leases | 4.07 | % | ||
| Finance leaess | 4.31 | % | ||
The following table reconciles the undiscounted future cash flows for the next five years to the operating and finance lease liabilities recorded within the balance sheet as of December 31, 2024:
| For the year ending December 31: | Operating | Finance | ||||||
| 2025 | $ | 424,140 | $ | 375,721 | ||||
| 2026 | 215,620 | 374,183 | ||||||
| 2027 | 93,048 | 374,183 | ||||||
| 2028 | 70,521 | 353,318 | ||||||
| 2029 | - | 231,674 | ||||||
| Total lease payments | 803,329 | 1,709,079 | ||||||
| Less: interest | (34,527 | ) | (164,992 | ) | ||||
| Present value of lease liabilities | $ | 768,802 | $ | 1,544,087 | ||||
| 10. | Related Party Transactions Not Disclosed Elsewhere |
Sales Commissions Receivables
Sales commissions receivables consist of commissions receivable due from employees and contractors owed to the Company as of December 31, 2024 in the amount of approximately $424,000.
11
Related-Party Accounts Payable
A related-party entity will on occasion pay for bills on the Company’s behalf, and other amounts due to this entity arise over the normal course of business operations. As of December 31, 2024, the Company owed approximately $510,000 to this entity.
Related-Party Accrued Interest
As of December 31, 2024, accrued interest to related parties of approximately $1,091,000 is included in accrued expenses in the balance sheet.
Operating Lease
The Company leased certain office space from a related-party entity. This lease terminated on December 31, 2024. Amortization expense for the year ended December 31, 2024 was approximately $279,000, and is included in rent expense in the accompanying statement of operations and member’s deficit. The present value of the lease payments for this related-party lease was computed using a discount rate of 4.33%.
| 11. | Benefit Plan |
The Company sponsors a defined contribution 401(k) retirement plan (the Retirement Plan). Employees are eligible to participate on the first day of the month coinciding with or next following the date they have completed six months of service and have attained 18 years of age. Employees may elect to contribute to the Retirement Plan subject to the limitations of the Internal Revenue Code (IRC). The Company makes a matching contribution to each participant’s account equal to 100% of the first 3%, and 50% of the next 2% of each participant’s contribution. Participants are 100% vested in all contributions immediately. For the year ending December 31, 2024, the Company made $217,639 in matching contributions to the plan.
| 12. | Subsequent Events |
During the first quarter of 2025, existing related-party lenders loaned the Company a combined $500,000 in additional funds to increase maximum line of credit balances that were in place as of December 31, 2024.
In March 2025, the Company signed a lease agreement extending the lease for its main office through May 31, 2030. Total lease payments to be made during the 5 year extension are $3,533,133.
In April of 2025, the Company entered into a sale and purchase of future receivables agreement with a lender. This third-party lender lent the Company $1,000,000 and in return the Company agreed to pay the lender 8% of all cash collections from customers until a total of $1,320,000 has been paid. This agreement was paid in full in August 2025.
On November 11, 2025, the Company entered a non-binding letter of intent with SunPower, Inc. to be acquired for $37,500,000. The transaction closed on November 21, 2025.
12
Exhibit 99.2
AMBIA ENERGY, LLC
Unaudited Financial Statements
As of September 30, 2025 and December 31, 2024
and For the Nine Months Ended September 30, 2025 and 2024
Unaudited Balance Sheets
| As
of September 30, 2025 | As
of December 31, | |||||||
| (Unaudited) | 2024 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 693,520 | $ | 1,043,269 | ||||
| Accounts receivable, net of allowance for credit losses of $225,000 | 1,293,174 | 1,010,295 | ||||||
| Contract assets - unbilled revenues | 5,715,605 | 4,601,890 | ||||||
| Other receivables | 485,863 | 366,027 | ||||||
| Sales commissions receivable, net of allowance of $760,413 | 1,580,974 | 423,719 | ||||||
| Deferred commissions | 1,145,672 | 3,511,328 | ||||||
| Deferred costs | 3,943,059 | 6,137,615 | ||||||
| Prepaid expenses and other current assets | 343,410 | 531,238 | ||||||
| Total current assets | 15,201,277 | 17,625,381 | ||||||
| Property and equipment, net | 424,031 | 385,192 | ||||||
| Operating lease right-of-use assets | 2,856,409 | 740,654 | ||||||
| Finance lease right-of-use assets | 1,602,376 | 1,971,170 | ||||||
| Deposits | 181,510 | 116,819 | ||||||
| Total assets | $ | 20,265,603 | $ | 20,839,216 | ||||
| Liabilities and Member’s Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 2,489,153 | $ | 2,168,566 | ||||
| Accrued expenses | 3,431,906 | 2,799,860 | ||||||
| Accrued commissions | 212,469 | 180,114 | ||||||
| Merchant cash advance, net of debt discount | 487,500 | - | ||||||
| Related-party accounts payable | 294,384 | 509,649 | ||||||
| Deferred revenue | 7,701,532 | 10,585,293 | ||||||
| Current portion of operating lease liabilities | 622,419 | 401,456 | ||||||
| Current portion of finance lease liabilities | 308,794 | 315,541 | ||||||
| Total current liabilities | 15,548,157 | 16,960,479 | ||||||
| Operating lease liabilities, net of current portion | 2,145,929 | 367,346 | ||||||
| Finance lease liabilities, net of current portion | 985,849 | 1,228,546 | ||||||
| Related-party lines of credit | 2,675,000 | 2,175,000 | ||||||
| Related-party notes payable | 7,140,109 | 7,140,109 | ||||||
| Total liabilities | 28,495,044 | 27,871,480 | ||||||
| Commitments and contingencies | ||||||||
| Member’s deficit | (8,229,441 | ) | (7,032,264 | ) | ||||
| Total liabilities and member’s deficit | $ | 20,265,603 | $ | 20,839,216 | ||||
See accompanying notes to financial statements
1
Unaudited Statements of Operations and Member’s Deficit
| Nine
Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | 61,075,725 | $ | 28,114,668 | ||||
| Cost of revenues | 32,622,179 | 20,517,813 | ||||||
| Gross profit | 28,453,546 | 7,596,855 | ||||||
| Operating expenses: | ||||||||
| General and administrative | 10,845,446 | 7,303,877 | ||||||
| Commissions | 16,003,211 | 8,043,929 | ||||||
| Rent | 1,038,258 | 888,362 | ||||||
| Depreciation and amortization | 494,567 | 236,304 | ||||||
| Total operating expenses | 28,381,482 | 16,472,472 | ||||||
| Income from operations | 72,064 | (8,875,617 | ) | |||||
| Other income (expense): | ||||||||
| Interest expense | (1,285,993 | ) | (925,263 | ) | ||||
| Other income, net | 16,752 | (10,970 | ) | |||||
| Total other income (expense), net | (1,269,241 | ) | (936,233 | ) | ||||
| Net loss | $ | (1,197,177 | ) | $ | (9,811,850 | ) | ||
| Member’s deficit, beginning of the period | $ | (7,032,264 | ) | $ | (5,112,377 | ) | ||
| Net loss | (1,197,177 | ) | (9,811,850 | ) | ||||
| Member’s contribution and conversion of related-party notes payable | - | 4,333,164 | ||||||
| Member’s deficit, end of the period | $ | (8,229,441 | ) | $ | (10,591,063 | ) | ||
See accompanying notes to financial statements
2
Unaudited Statements of Cash Flows
| Nine
Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (1,197,177 | ) | $ | (9,811,850 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization of operating right-of-use assets | 523,352 | 643,603 | ||||||
| Depreciation and amortization | 494,567 | 236,304 | ||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | (282,879 | ) | (413,593 | ) | ||||
| Contract assets - unbilled revenues | (1,113,715 | ) | 739,308 | |||||
| Other receivables | (119,836 | ) | 295,812 | |||||
| Sales commissions receivable | (1,157,255 | ) | (134,894 | ) | ||||
| Inventories | - | 74,447 | ||||||
| Deferred costs and commissions | 4,560,212 | (848,215 | ) | |||||
| Prepaid expenses and other assets | 187,828 | (427,389 | ) | |||||
| Deposits | (64,691 | ) | (13,337 | ) | ||||
| Accounts payable | 106,122 | 539,602 | ||||||
| Accrued expenses | 369,546 | 3,229,015 | ||||||
| Accrued commissions | 32,355 | 395,000 | ||||||
| Related-party accounts payable | (215,265 | ) | 51,411 | |||||
| Deferred revenue | (2,883,761 | ) | (1,314,260 | ) | ||||
| Operating lease liabilities | (425,096 | ) | (618,953 | ) | ||||
| Net cash used in operating activities | (1,185,693 | ) | (7,377,989 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | (191,243 | ) | (222,908 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from related-party revolving lines of credit and notes payable | 500,000 | 8,925,000 | ||||||
| Payments on related-party revolving lines of credits and notes | - | (3,305,747 | ) | |||||
| Proceeds from member’s contribution | - | 1,883,164 | ||||||
| Merchant cash advance | 1,750,000 | - | ||||||
| Merchant cash repayments | (1,000,000 | ) | - | |||||
| Payments on finance lease liabilities | (222,813 | ) | (363,900 | ) | ||||
| Net cash provided by financing activities | 1,027,187 | 7,138,517 | ||||||
| Net change in cash | (349,749 | ) | (462,380 | ) | ||||
| Cash at beginning of period | 1,043,269 | 728,639 | ||||||
| Cash at end of period | $ | 693,520 | $ | 266,259 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest | $ | 703,167 | $ | 50,441 | ||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | 2,424,642 | $ | 125,849 | ||||
| Increase in operating right-of-use assets and accounts payable for lessor owned tenant improvements paid by the Company | $ | 214,465 | $ | - | ||||
| Finance lease right-of-use assets obtained in exchange for finance lease liabilities | $ | - | $ | 1,169,095 | ||||
| Finance lease terminations | $ | 26,631 | $ | - | ||||
| Conversion of related-party notes payable to member’s equity | $ | - | $ | 2,450,000 | ||||
| Merchant cash advance accrued guaranteed interest payment | $ | 262,500 | $ | - | ||||
See accompanying notes to financial statements
3
Notes to Unaudited Financial Statements
| 1. | Nature of Operations |
Organization
Ambia Energy, LLC was organized on March 24, 2021 as a Utah limited liability company. The Company is a residential solar energy system installer and operates in various markets throughout the United States. The Company is a wholly owned subsidiary of Ambia Holdings, Inc.
| 2. | Summary of Significant Accounting Policies |
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Concentrations of Credit Risk
The Company maintains its cash in bank deposit accounts which, at times, exceeds federally insured limits. To date, the Company has not experienced a loss or lack of access to its invested cash; however, no assurance can be provided that access to the Company’s invested cash will not be impacted by adverse conditions in the financial markets.
In the normal course of business, the Company provides credit terms to its customers and generally requires no collateral. Customers that comprise more than 10% of the Company’s accounts receivable or annual net sales are considered to be major customers. No residential customer accounted for more than 10% of sales or accounts receivable as of and for the nine months ended September 30, 2025 and 2024.
The Company’s residential customers generally pay for the transaction with financing. Significant lenders were as follows for the nine months ended September 30, 2025 and 2024:
| 2025 | 2024 | |||||||
| Lender A | 27 | % | * | |||||
| Lender B | 19 | % | 18 | % | ||||
| Lender C | 17 | % | * | |||||
| Lender D | 12 | % | * | |||||
| Lender E | 11 | % | 72 | % | ||||
| * | Lender funded less than 10% of sales for the year. |
Additionally, the following lenders owed a significant portion of the Company’s account receivable balance as of September 30, 2025 and 2024:
| 2025 | 2024 | |||||||
| Lender B | 27 | % | 47 | % | ||||
| Lender E | * | 32 | % | |||||
| Lender A | * | 10 | % | |||||
| * | Lender accounted for less than 10% of the accounts receivable balance. |
4
Major vendors are defined as those vendors to which expenditures made by the Company are 10% or more of the Company’s total solar materials costs. The following was a major vendor for the nine months ended September 30, 2025 and 2024:
| 2025 | 2024 | |||||||
| Vendor A | 89 | % | 29 | % | ||||
| Vendor B | * | 10 | % | |||||
| * | Vendor did not represent more than 10% of expenditures. |
Lease Commitments
The Company leases certain office and warehouse space, and vehicles. The Company assesses whether an arrangement qualifies as a lease (i.e., conveys the right to control the use of an identified asset for a period of time in exchange for consideration) at inception and whether the arrangement is an operating or finance lease, and only reassesses its determination if the terms and conditions of the arrangement are changed. For all arrangements where it is determined that a lease exists, the related right-of-use assets and lease liabilities are recorded within the balance sheet as either operating or finance leases. At inception or modification, the Company calculates the present value of lease payments using the implicit rate determined from the contract or the Company’s incremental borrowing rate applicable to the lease, which is determined by estimating what it would cost the Company to borrow a collateralized amount equal to the total lease payments over the lease term based on the contractual terms of the lease and the location of the leased asset. The present value is adjusted for prepaid lease payments, lease incentives, and initial direct costs (e.g. commissions). The Company’s leases may require fixed rental payments, variable lease payments based on usage or sales and fixed non-lease costs relating to the leased asset.
Variable lease payments are generally not included in the measurement of the right-of-use assets and lease liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense is recognized for these leases on a straight-line basis over the lease term. Fixed non-lease costs, for example common-area maintenance costs, taxes, insurance, and maintenance, are excluded from the measurement of the right-of-use asset and lease liability as the Company separates lease and non-lease components.
Some leases include one or more options to renew, with renewal terms that can extend the lease term for up to three years. The exercise of lease renewal options is at the Company’s sole discretion. The depreciable life of the assets and leasehold improvements are limited by the expected term unless there is a transfer of title or purchase option reasonably certain of exercise.
Accounts Receivable, Contract Assets, and Allowance for Credit Losses
The Company records its accounts receivable and contract assets at sales value. The Company’s contract assets consist of revenues recognized by the Company, but for which the Company has not yet been able to contractually invoice for final payment. The Company has tracked historical loss information for its accounts receivable and contract assets and compiled historical credit loss percentages for customers who share similar risk characteristics considering current trends and forecasts. Management believes that the historical loss information it has compiled is a reasonable basis on which to determine expected credit losses for accounts receivable and contract assets held as of period end because the composition of the accounts receivable and contract assets at that date is consistent with that used in developing the historical credit-loss percentages (i.e. the similar risk characteristics of its customers and its lending practices have not changed significantly over time). Final payment of the Company’s accounts receivable is considered past due when payment has not been received within 30 days of the invoice date. Account balances are charged off against the allowance for credit losses when the probability for recovery is remote. Recoveries of receivables previously charged off are recorded when cash payment is received. As of September 30, 2025 and 2024, the allowance for credit losses was $225,000 and $0.
5
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated economic useful lives of the assets or over the related lease terms (if shorter) as follows:
| Tools and gear | 3 years | |||
| Computer equipment | 3 years | |||
| Furniture | 5 years | |||
| Vehicles | 3 years | |||
| Office equipment | 3 years | |||
| Leasehold improvements | 1-5 years |
Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Routine maintenance, repairs, and renewal costs are expensed as incurred. Upon sale or retirement of depreciable property, the costs and accumulated depreciation and amortization are removed from the related accounts, and any gain or loss is reflected in the statements of operations and member’s deficit.
Impairment of Long-Lived Tangible Assets
Long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. When such factors and circumstances exist, the Company compares the estimated undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amounts over the fair values of those assets and is recorded in the period in which the determination is made. As of September 30, 2025 and 2024, management determined that the Company’s tangible assets were not impaired.
Income Taxes
The Company is organized as a limited liability company and is generally not subject to income taxes pertaining to operations; rather, the members of the limited liability company are taxed on their proportionate share of the Company’s taxable income. Therefore, no provision for income taxes has been included in the accompanying financial statements. The Company makes distributions to its member to pay income tax liabilities.
Generally accepted accounting principles require tax effects from an uncertain tax position to be recognized in the financial statements only if the position is more likely than not to be sustained if the position were to be challenged by a taxing authority. The assessment of the tax position is based solely on the technical merits of the position, without regard to the likelihood that the tax position may be challenged. If an uncertain tax position meets the more-likely-than-not threshold, the largest amount of tax benefit that is greater than 50% likely to be recognized upon ultimate settlement with the taxing authority is recorded. As of September 30, 2025 and 2024, the Company had no uncertain tax positions that qualified for either recognition or disclosure in the financial statements. The Company is subject to routine audits by tax jurisdictions; however, there are currently no audits in progress.
Revenue Recognition and Deferred Revenue
The Company primarily generates its revenues from selling and installing solar energy systems. Revenues are recognized when control of installed solar systems is transferred to customers in an amount that reflects the consideration expected to be received by the Company in exchange for the installed solar system. The Company determines revenue recognition through the following steps:
| ● | Identification of the contract, or contracts, with a customer |
| ● | Identification of the performance obligations in the contract |
| ● | Determination of the transaction price |
| ● | Allocation of the transaction price to the performance obligations in the contract |
| ● | Recognition of revenue when, or as, each performance obligation is satisfied |
A performance obligation is a promise in a contract to transfer a distinct service or product to the client, and it is the unit of account in the guidance for revenue recognition. The Company’s contracts have a single performance obligation, which is to either a) install a solar energy system or b) orchestrate the sale of a solar energy system which will be installed by a third party. The promise to transfer the services is not separately identifiable from other promises in those contracts, and therefore, those other promises are not distinct performance obligations.
6
Installation Services
The Company’s principal performance obligation is to install a solar energy system. The Company recognizes revenue upon receiving notice of the completion of the final inspection of the respective solar energy system.
Revenue is recognized at the total contract price that the end residential customer has agreed to pay before any cost of financing incurred by the customer. The Company arranges financing for the customer with third-party financing companies. These third-party financing companies often withhold amounts to pay for solar panels and other materials for added security. The Company is the primary obligor in the transaction as it controls the price charged to end residential customers, bears the responsibility to install solar panels that meet regulatory requirements, and bears collection risk unless the customer is approved to finance the transaction with a third-party financing company.
HVAC and Roofing Services
The Company’s principal performance obligation is to complete the installation of the HVAC system or roof. The Company recognizes revenue upon the completion of the HVAC system or roof installation.
The following table presents the Company’s revenue disaggregated by revenue source (recognized at a point in time) for the nine months ended September 30, 2025 and 2024:
| 2025 | 2024 | |||||||
| Installation services revenue | $ | 59,438,442 | $ | 28,114,668 | ||||
| HVAC revenue | 990,177 | - | ||||||
| Roofing revenue | 647,106 | - | ||||||
| $ | 61,075,725 | $ | 28,114,668 | |||||
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled revenue (contract assets), and deferred revenue (contract liabilities) on the balance sheet. Amounts are billed as specific milestones are met, which may or may not align with when revenue is recognized. Specific billing milestones include: 1) 10% - 20% of the contract value is billed to the third-party lender upon contract signing; 2) an additional 70% of the contract value is billed to the third-party lender upon the solar system being installed; and 3) the final 10% - 20% of the contract value is billed to the third-party lender upon system receiving its permission to operate from the local jurisdiction. All revenue from solar system installations is recognized upon the system passing inspection by the local jurisdiction, which generally does not coincide with receiving a permission to operate and as a result the third payment for the final 10% - 20% from the lender is recorded as a contract asset – unbilled revenue until the permission to operate is received from the local jurisdiction.
The beginning and ending contract balances were as follows:
| As of: | September
30, 2025 | December
31, 2024 | December 31, 2023 | |||||||||
| Accounts receivable | $ | 1,293,174 | $ | 1,010,295 | $ | 155,801 | ||||||
| Unbilled receivables | 5,715,605 | 4,601,890 | 3,916,562 | |||||||||
| Deferred revenue | 7,701,532 | 10,585,293 | 11,661,448 | |||||||||
Limited Warranty
The Company provides a limited warranty of workmanship on its installation products for a period of ten years beginning on the date of installation completion. This warranty is limited to defects in materials and workmanship caused during installation, and to roof penetrations caused in the installation will be watertight. The Company estimates its liability for warranty claims based historical claim patterns and known conditions at the time. To date, warranty claims have been nominal. Accordingly, there was no warranty accrual recorded as of September 30, 2025 and December 31, 2024.
7
Deferred Commissions
Costs Incurred to Acquire Customer Contracts
The Company recognizes an asset for incremental costs of obtaining a contract with the customer if management expects to recover these costs. Incremental costs are those that would not have been incurred if the contract had not existed. Examples of incremental costs often capitalized are sales commissions whereas examples of costs that would not be included are internal employee salaries, standard benefits, travel costs, and other / general legal costs. Sales commissions and related payroll taxes are the only incremental contract costs the Company incurs, which are paid out when installation is complete. As installations of customer solar systems are generally installed within 3 months resulting in the commissions being earned at that point-in-time, the Company applies the practical expedient under ASC 340-40, Other Assets and Deferred Costs: Contracts with Customers and expenses all incremental costs to acquire customers contracts upon installation of the solar system.
Deferred Contract Fulfillment Costs
Prior to the installation and final inspection of a customer solar system, the Company incurs costs for design, equipment, permits, and other similar costs. These contract fulfillment costs are contract specific, enhance the asset (solar system) that will eventually be transferred to the customer, and are expected to be recovered as part of the transaction price associated with the contract. As a result, the Company capitalizes these costs as they are incurred and expenses them once the solar system passes final inspection.
Advertising
Advertising costs are expensed as incurred. Advertising expense for the nine months ended September 30, 2025 and 2024 totaled approximately $304,000 and $140,000, respectively.
Sales Tax
The Company collects sales and other taxes from certain customers and remits those taxes to governmental agencies. The Company reports the collection of these taxes on a net basis and such taxes are excluded from revenues.
Subsequent Events
Management has evaluated events and transactions for potential recognition or disclosure through January 12, 2026, which is the date the financial statements were available to be issued.
| 3. | Liquidity |
In assessing the Company’s liquidity, the Company monitors and analyzes its cash and its ability to generate sufficient cash flow to support its operating and capital expenditure commitments. As of September 30, 2025, the Company had a working capital surplus of approximately $347,000 and stockholders’ deficit of approximately $8,229,000. For the nine months ended September 30, 2025, the Company had a net loss of approximately $1,197,000 and used cash in operating activities of approximately $1,186,000.
On November 11, 2025, the Company entered a non-binding letter of intent with SunPower, Inc. to be acquired for $37,500,000. The transaction closed on November 21, 2025, resulting in the Company becoming a wholly owned subsidiary of SunPower, Inc. The acquisition of the Company effectively merged the Company’s operations into SunPower, Inc., which provided the Company with any additional liquidity that may have been needed.
8
| 4. | Property and Equipment |
Property and equipment consisted of the following as of September 30, 2025 and December 31, 2024:
| 2025 | 2024 | |||||||
| Office equipment | $ | 251,199 | $ | - | ||||
| Tools and gear | 152,426 | 296,085 | ||||||
| Computer equipment | 95,530 | 54,392 | ||||||
| Leasehold improvements | 92,373 | 76,701 | ||||||
| Vehicles | 77,990 | 52,552 | ||||||
| Furniture | 32,400 | 30,946 | ||||||
| 701,918 | 510,676 | |||||||
| Less accumulated depreciation and amortization | (277,887 | ) | (125,484 | ) | ||||
| $ | 424,031 | $ | 385,192 | |||||
Depreciation and amortization expense on property and equipment was calculated on a straight-line basis and for the nine months ended September 30, 2025 and 2024 was $152,404 and $62,514, respectively. Amortization of right-of-use assets held under finance leases for the nine months ended September 30, 2025 and 2024 was $342,163 and $173,790, respectively; and is included in depreciation and amortization expense in the statements of operations and member’s deficit.
| 5. | Related-Party Notes Payable |
The Company has entered into notes payable agreements with various related parties. Interest rates on these notes payable range from 8% to 13%. Some notes require quarterly interest payments, while others do not require interest to be paid until the maturity date. For all related-party notes payable, the principal amounts are not due until the maturity date which ranges from December 2026 to April 2033.
9
As of September 30, 2025, the future maturities of related-party notes payable are as follows:
| For the year ending December 31: | ||||
| 2025 (Remainder) | $ | - | ||
| 2026 | 3,100,000 | |||
| 2027 | - | |||
| 2028 | - | |||
| 2029 | - | |||
| Thereafter | 4,040,109 | |||
| $ | 7,140,109 | |||
| 6. | Related-Party Lines of Credit |
The Company has entered into verbal line of credit agreements with related parties. These lines of credit have maximum balances of $500,000 to $1,400,000 and bear interest on their outstanding individual balances at an interest rate of 13%. Principal and interest are not due until the maturity date which range from May to July 2027.
As of September 30, 2025, the future maturities of related-party lines of credit are as follows:
| For the year ending December 31: | ||||
| 2025 (Remainder) | $ | - | ||
| 2026 | - | |||
| 2027 | 2,675,000 | |||
| $ | 2,675,000 | |||
| 7. | Merchant Cash Advance |
The Company entered into a merchant cash advance lender agreement on April 22, 2025. Under the terms of the agreement, the Company received $1,000,000 in cash, exclusive of a transaction fee of 3.00%, or $25,000. The Company repaid the advance as of September 30, 2025, plus an additional $320,000, which is included as interest expense on the statements of operations and member’s deficit.
The Company entered into a merchant cash advance lender agreement on September 26, 2025. Under the terms of the agreement, the Company received $750,000 in cash, exclusive of a transaction fee of 3.00%, or $22,500. The amount to be repaid is as follows under the terms of the agreement:
| ● | Within 30 days, $862,500. |
| ● | Within 60 days, $892,500. |
| ● | Within 90 days, $922,500. |
| ● | Within 120 days, $952,500. |
| ● | After 120 days, $1,012,500. |
The term of the agreement depends upon the Company’s cash receipts, and is calculated as 11.00% of receipts, as defined in the terms of the agreement. The estimated weekly payment is $21,094. Management estimates that the amount will not be repaid within 120 days and as of September 30, 2025 have accrued the additional $262,500 above the amount borrowed, which is included as part of accrued expenses on the balance sheet. The $262,500 is recorded as a debt discount against the merchant cash advance and is being amortized over the term of the advance to interest expense.
10
| 8. | Member’s Deficit |
The Company is wholly owned by Ambia Holdings, Inc. and 100% of the membership interests outstanding are held by Ambia Holdings, Inc. A members liability is limited, and all such debts, obligations and liabilities of the Company are solely the debts and obligations of the Company.
| 9. | Commitments and Contingencies |
Litigation
The Company is involved in legal proceedings from time to time arising in the normal course of business. Management, after consultation with legal counsel, believes that the outcome of these proceedings will not have a material impact on the Company’s financial position, results of operations, or liquidity.
Commitment to Former Employee
On November 7, 2024, the Company entered into a separation and release of claims agreement with an employee wherein the employee was paid a severance payment of approximately $42,000 in exchange for the employee’s release of claims and agreement to restrictive covenants. Contemporaneously with this agreement, the Company entered a loan agreement with this employee and committed to lend to this former employee up to $600,000 with draws occurring at a pre-defined rate during 2025 and 2026. Interest on the draw amounts earn 3% of the outstanding balance. Each draw will be fully forgiven 5 months after the disbursement if the former employee abides by the restrictive covenants, which are primarily non-compete and non-solicitation agreements. This former employee holds a less than 1% interest in the Company.
During the nine months ended September 30, 2025, the Company forgave $200,000 in draws. As of September 30, 2025 and December 31, 2024, the outstanding balance under this loan agreement was $200,000 and $400,000, respectively, and is included within accrued expenses on the balance sheet. If not forgiven, the entire balance under this agreement is due on January 15, 2028.
| 10. | Leases |
Finance lease assets are recorded net of accumulated amortization of $632,934 and $187,249, respectively, as of September 30, 2025 and December 31, 2024.
The components of lease expense were as follows for the nine months ended September 30, 2025 and 2024:
| Lease Cost | Classification | 2025 | 2024 | |||||||
| Operating | Rent | $ | 611,224 | $ | 632,804 | |||||
| Finance: | ||||||||||
| Asset amortization | Depreciation and amortization | 342,163 | 173,790 | |||||||
| Interest on liability | Net interest expense | 47,543 | 27,937 | |||||||
| Net lease cost | $ | 1,000,930 | $ | 834,531 | ||||||
11
The weighted average remaining lease terms and interest rates were as follows as of September 30, 2025 and December 31, 2024:
| Lease Term and Discount Rate | 2025 | 2024 | ||||||
| Weighted average remaining lease term (years) | ||||||||
| Operating leases | 4.23 | 2.34 | ||||||
| Finance leases | 3.69 | 4.51 | ||||||
| Weighted average discount rate | ||||||||
| Operating leases | 6.60 | % | 4.25 | % | ||||
| Finance leaess | 4.31 | % | 4.13 | % | ||||
The following table reconciles the undiscounted future cash flows for the next five years to the operating and finance lease liabilities recorded within the balance sheet as of September 30, 2025:
| For the year ending December 31: | Operating | Finance | ||||||
| 2025 (Remainder) | $ | 187,097 | $ | 114,134 | ||||
| 2026 | 570,490 | 364,512 | ||||||
| 2027 | 689,483 | 374,183 | ||||||
| 2028 | 759,660 | 399,923 | ||||||
| 2029 | 741,734 | 232,443 | ||||||
| 2030 | 312,086 | - | ||||||
| Total lease payments | 3,260,550 | 1,485,195 | ||||||
| Less: interest | (492,202 | ) | (190,552 | ) | ||||
| Present value of lease liabilities | $ | 2,768,348 | $ | 1,294,643 | ||||
Rent expense related to short-term leases for the nine months ended September 30, 2025 and 2024 was $224,202 and $36,513, respectively. Cash payments made for the nine months ended September 30, 2025 and 2024 that are included in the measurement of lease liabilities was $681,392 and $643,415, respectively.
| 11. | Related Party Transactions Not Disclosed Elsewhere |
Sales Commissions Receivables
Sales commissions receivables consist of commissions receivable due from employees and contractors owed to the Company. As of September 30, 2025 sales commissions receivable was approximately $1,581,000, net of allowance of approximately $760,000. As of December 31, 2024, sales commissions receivable was approximately $424,000, net of allowance of $0.
12
Related-Party Accounts Payable
A related-party entity will on occasion pay for bills on the Company’s behalf, and other amounts due to this entity arise over the normal course of business operations. As of September 30, 2025 and December 31, 2024, the Company owed approximately $294,000 and $510,000, respectively, to this entity.
Related-Party Accrued Interest
As of September 30, 2025 and December 31, 2024, accrued interest due to related parties of approximately $1,343,000 and $1,091,000, respectively, is included in accrued expenses in the balance sheet.
| 12. | Benefit Plan |
The Company sponsors a defined contribution 401(k) retirement plan (the Retirement Plan). Employees are eligible to participate on the first day of the month coinciding with or next following the date they have completed six months of service and have attained 18 years of age. Employees may elect to contribute to the Retirement Plan subject to the limitations of the Internal Revenue Code (IRC). The Company makes a matching contribution to each participant’s account equal to 100% of the first 3%, and 50% of the next 2% of each participant’s contribution. Participants are 100% vested in all contributions immediately. For the nine months ended September 30, 2025 and 2024, the Company made $219,037 and $148,663, respectively, in matching contributions to the plan.
| 13. | Subsequent Events |
On November 11, 2025, the Company entered a non-binding letter of intent with SunPower, Inc. to be acquired for $37,500,000. The transaction closed on November 21, 2025.
13
Exhibit 99.3
UNAUDITED PRO FORMA
COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined financial statements are derived from the historical consolidated financial statements of SunPower Inc. and Subsidiaries (the “Company”, “SunPower”) the historical combined financial statements of SunPower Businesses, the historical financial statements of Sunder Energy, LLC (“Sunder”) and the historical financial statements of Ambia Energy LLC (“Ambia”) and reflects (1) the acquisition of Ambia which closed on November 21, 2025 (the “Ambia Acquisition”), (2) the acquisition of Sunder which closed on September 24, 2025 (the “Sunder Acquisition”), (3) the acquisition of certain businesses from SunPower Corporation which closed on September 30, 2024 (the “SunPower Acquisition” and collectively with the Ambia Acquisition and Sunder Acquisition “Acquisitions”) and (4) the financing of the Acquisitions (the “Financing”).
The unaudited pro forma combined financial information related to the Acquisitions has been prepared by the Company using the acquisition method of accounting in accordance with GAAP. The Company has been treated as the acquirer for accounting purposes and thus accounts for the Acquisitions as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”). The estimated fair values of the assets acquired and liabilities assumed and the related purchase price allocation for both Ambia and Sunder are provisional and have been made solely for the purpose of providing unaudited pro forma combined financial information. As a result of the foregoing, the pro forma adjustments for both Ambia and Sunder are provisional and have been made solely for the purpose of providing unaudited pro forma combined financial information.
The unaudited pro forma combined balance sheet as of September 28, 2025 gives pro forma effect to the Ambia Acquisition as if it had been consummated on September 28, 2025 and the pro forma adjustments related to the Financing of the Ambia Acquisition as described in Note 1 to these pro forma financial statements. The unaudited pro forma combined statements of operations for the fiscal year ended December 29, 2024 combine the historical statements of operations of the Company, SunPower Businesses, Sunder and Ambia on a pro forma basis as if the Acquisitions and the Financing, summarized below, had been consummated on January 1, 2024, the beginning of the earliest period presented. The unaudited pro forma combined statements of operations for the thirty-nine week period ended September 28, 2025, combine the historical statements of operations of the Company, Sunder and Ambia on a pro forma basis as if the Sunder and Ambia Acquisitions and the financing of the Sunder and Ambia Acquisitions, summarized below, had been consummated on January 1, 2024, the beginning of the earliest period presented.
The unaudited pro forma combined financial information does not give effect to any cost savings, operating synergies or revenue synergies that may result from the Acquisitions.
The unaudited pro forma combined financial statements have been developed from and should be read in conjunction with:
| ● | the accompanying notes to the Unaudited Pro Forma Combined Financial Statements; |
| ● | the historical audited financial statements of the Company for the fiscal year ended December 29, 2024 and the related notes in its Annual Report for such fiscal year; |
| ● | the historical unaudited financial statements of the Company as of and for the thirty-nine weeks ended September 28, 2025 and the related notes in its Quarterly Report on Form 10-Q for such period; |
| ● | the audited financial statements of Ambia as of and for the year ended December 31, 2024, and the unaudited financial statements of Ambia as of and for the nine months ended September 30, 2025 attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K; |
| ● | the audited financial statements of Sunder as of and for the year ended December 31, 2024, and the unaudited financial statements of Sunder as of and for the six months ended June 30, 2025, which are attached as Exhibits 99.1 and 99.2, respectively, to the Current Report on Form 8-K/A dated September 21, 2025 and filed on January 9, 2026; |
| ● | the audited carveout financial statements of the SunPower Businesses as of and for the thirty-nine weeks ended September 29, 2024, which are attached as Exhibit 99.1 to the Current Report on Form 8-K/A dated September 30, 2024 and filed on December 16, 2024. |
Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma combined financial statements are described in the accompanying notes. The unaudited pro forma combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Acquisition and Financing occurred on the dates indicated. Further, the unaudited pro forma combined financial statements do not purport to project the future operating results or financial position of SunPower following the completion of the Acquisitions. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma combined financial statements and are subject to change as additional information becomes available and analyses are performed.
UNAUDITED PRO FORMA COMBINED BALANCE SHEETS
AS OF SEPTEMBER 28, 2025
(In thousands, except shares and per share data)
| Ambia Energy LLC | ||||||||||||||||||||
| SunPower Historical Balance Sheet | Historical Balance Sheet | Reclassification Adjustments (Note 3.A) | Transaction Adjustments (Note 3.B) | Pro Forma Balance Sheet | ||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | 5,072 | $ | 694 | $ | - | $ | - | $ | 5,766 | ||||||||||
| Accounts receivable, net | 80,753 | 1,293 | - | - | 82,046 | |||||||||||||||
| Other receivables | - | 486 | (486 | ) | - | - | ||||||||||||||
| Inventories | 8,694 | - | - | 3,943 | 12,637 | |||||||||||||||
| Contract assets - unbilled receivables | - | 5,716 | - | - | 5,716 | |||||||||||||||
| Sales commissions receivable, net | - | 1,581 | (1,581 | ) | - | - | ||||||||||||||
| Deferred commissions | - | 1,146 | - | (1,146 | ) | - | ||||||||||||||
| Deferred costs | - | 3,943 | - | (3,943 | ) | - | ||||||||||||||
| Prepaid expenses and other current assets | 20,830 | 343 | 2,067 | - | 23,240 | |||||||||||||||
| Total current assets | 115,349 | 15,202 | - | (1,146 | ) | 129,405 | ||||||||||||||
| Restricted cash | 3,841 | - | - | - | 3,841 | |||||||||||||||
| Property and equipment, net | 3,670 | 424 | 1,602 | - | 5,696 | |||||||||||||||
| Finance lease right-of-use assets | - | 1,602 | (1,602 | ) | - | - | ||||||||||||||
| Operating lease right-of-use assets | 2,528 | 2,856 | - | - | 5,384 | |||||||||||||||
| Intangible assets, net | 38,956 | - | - | - | 38,956 | |||||||||||||||
| Goodwill | 42,911 | - | - | 44,618 | 87,529 | |||||||||||||||
| Other noncurrent assets | 1,085 | - | 182 | - | 1,267 | |||||||||||||||
| Deposits | - | 182 | (182 | ) | - | - | ||||||||||||||
| Total assets | $ | 208,340 | $ | 20,266 | $ | - | $ | 43,472 | $ | 272,078 | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||
| Accounts payable | $ | 19,857 | $ | 2,489 | $ | - | $ | - | $ | 22,346 | ||||||||||
| Related party accounts payable | - | 294 | - | - | 294 | |||||||||||||||
| Accrued expenses and other current liabilities | 59,271 | 3,432 | 1,631 | 18,750 | 83,084 | |||||||||||||||
| Notes payable to related parties | 21,500 | - | - | - | 21,500 | |||||||||||||||
| Contract liabilities | 9,713 | 7,702 | - | - | 17,415 | |||||||||||||||
| SAFE Agreement with related party | 497 | - | - | - | 497 | |||||||||||||||
| Forward purchase agreement liabilities | 4,301 | - | - | - | 4,301 | |||||||||||||||
| Accrued commissions | - | 212 | (212 | ) | - | - | ||||||||||||||
| Merchant cash advance, net of discount | - | 488 | (488 | ) | - | - | ||||||||||||||
| Current portion of operating lease liabilities | - | 622 | (622 | ) | - | - | ||||||||||||||
| Current portion of finance lease liabilities | - | 309 | (309 | ) | - | - | ||||||||||||||
| Total current liabilities | 115,139 | 15,548 | - | 18,750 | 149,437 | |||||||||||||||
| Warranty provision, noncurrent | 2,140 | - | - | - | 2,140 | |||||||||||||||
| Warrant liability | 4,683 | - | - | - | 4,683 | |||||||||||||||
| Contract liabilities, noncurrent | 1,713 | - | - | - | 1,713 | |||||||||||||||
| Notes payable and derivative liabilities, net of current | 148,205 | - | - | - | 148,205 | |||||||||||||||
| Notes payable and derivative liabilities with related parties, net of current | 34,572 | - | 9,815 | - | 44,387 | |||||||||||||||
| Operating lease liabilities | 1,335 | 2,146 | - | - | 3,481 | |||||||||||||||
| Finance lease liabilities, net of current portion | - | 986 | (986 | ) | - | - | ||||||||||||||
| Related party lines of credit | - | 2,675 | (2,675 | ) | - | - | ||||||||||||||
| Related party notes payable | - | 7,140 | (7,140 | ) | - | - | ||||||||||||||
| Other long-term liabilities | 12,869 | - | 986 | - | 13,855 | |||||||||||||||
| Total liabilities | 320,656 | 28,495 | - | 18,750 | 367,901 | |||||||||||||||
| Commitments and contingencies | ||||||||||||||||||||
Member’s deficit | - | (8,229 | ) | - | 8,229 | - | ||||||||||||||
| Stockholders’ deficit | - | |||||||||||||||||||
| Preferred stock | - | - | - | - | - | |||||||||||||||
| Common stock | 14 | - | - | - | 14 | |||||||||||||||
| Additional paid-in-capital | 330,083 | - | - | 16,493 | 346,576 | |||||||||||||||
| Accumulated other comprehensive income | 165 | - | - | 165 | ||||||||||||||||
| Accumulated deficit | (442,578 | ) | - | - | - | (442,578 | ) | |||||||||||||
| Total stockholders’ deficit | (112,316 | ) | - | - | 16,493 | (95,823 | ) | |||||||||||||
| Total liabilities and stockholders’ deficit | $ | 208,340 | $ | 20,266 | $ | - | $ | 43,472 | $ | 272,078 | ||||||||||
The accompanying notes are an integral part of these pro forma financial statements.
2
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 28, 2025
(In thousands, except shares and per share data)
| SunPower | Sunder Energy LLC | Ambia Energy LLC | Combined | ||||||||||||||||||||||||||||||||
| Historical Results of Operations | Historical Results of Operations | Transaction Adjustments (Note 4) | Pro Forma Results of Operations | Historical Results of Operations | Reclassification Adjustments (Note 4) | Transaction Adjustments (Note 4) | Pro Forma Results of Operations | Pro Forma Results of Operations |
|||||||||||||||||||||||||||
| Revenues | $ | 220,269 | $ | 56,084 | $ | - | $ | 56,084 | $ | 61,076 | $ | - | $ | - | $ | 61,076 | $ | 337,429 | |||||||||||||||||
| Cost of revenues | 126,970 | - | 2,132 | (C) | 2,132 | 32,622 | - | - | 32,622 | 161,724 | |||||||||||||||||||||||||
| Gross (loss) profit | 93,299 | 56,084 | (2,132 | ) | 53,952 | 28,454 | - | - | 28,454 | 175,705 | |||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
| Sales commissions | 24,273 | 45,615 | - | 45,615 | 16,003 | - | - | 16,003 | 85,891 | ||||||||||||||||||||||||||
| Sales and marketing | 21,764 | 1,251 | - | 1,251 | - | - | - | - | 23,015 | ||||||||||||||||||||||||||
| General and administrative | 52,382 | 15,916 | 364 | (C) | 16,280 | 10,845 | 1,533 | (F) | - | 12,378 | 81,040 | ||||||||||||||||||||||||
| Rent | - | - | - | - | 1,038 | (1,038 | )(F) |
|
- | - | - | ||||||||||||||||||||||||
| Depreciation and amortization | - | - | - | - | 495 | (495 | )(F) | - | - | - | |||||||||||||||||||||||||
| Total operating expenses | 98,419 | 62,782 | 364 | 63,146 | 28,381 | - | - | 28,381 | 189,946 | ||||||||||||||||||||||||||
| Loss from continuing operations | (5,120 | ) | (6,698 | ) | (2,496 | ) | (9,194 | ) | 73 | - | - | 73 | (14,241 | ) | |||||||||||||||||||||
| Interest expense | (23,258 | ) | (246 | ) | (4,389 | )(D) | (4,635 | ) | (1,286 | ) | - | - | (1,286 | ) | (29,179 | ) | |||||||||||||||||||
| Interest income | 3 | 36 | - | 36 | - | - | - | - | 39 | ||||||||||||||||||||||||||
| Other income (expense), net | (1,724 | ) | 320 | - | 320 | 17 | - | - | 17 | (1,387 | ) | ||||||||||||||||||||||||
| Total other income (expense), net | (24,979 | ) | 110 | (4,389 | ) | (4,279 | ) | (1,269 | ) | - | - | (1,269 | ) | (30,527 | ) | ||||||||||||||||||||
| Loss from continuing operations before income taxes | (30,099 | ) | (6,588 | ) | (6,885 | ) | (13,473 | ) | (1,196 | ) | - | - | (1,196 | ) | (44,768 | ) | |||||||||||||||||||
| Income tax (provision) benefit | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss from continuing operations | $ | (30,099 | ) | $ | (6,588 | ) | $ | (6,885 | ) | $ | (13,473 | ) | $ | (1,196 | ) | $ | - | $ | - | $ | (1,196 | ) | $ | (44,768 | ) | ||||||||||
| Net loss from continuing operations per share attributable to common stockholders, basic and diluted | $ | (0.37 | ) | $ | (0.47 | ) | |||||||||||||||||||||||||||||
| Weighted average shares used to compute net loss per share attributable to common stockholders, basic and diluted | 82,036,790 | 3,296,704 | (E) | 3,296,704 | 10,243,924 | (G) | 10,243,924 | 95,577,418 | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these pro forma financial statements.
3
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED DECEMBER 29, 2024
(In thousands, except shares and per share data)
| SunPower | SunPower Businesses | Sunder Energy LLC | Ambia Energy LLC | Combined | ||||||||||||||||||||||||||||||||||||||||||||||||
| Historical Results of Operations | Historical Results of Operations | Reclassification | Transaction Adjustments (Note 4) | Pro Forma Results of Operations | Historical
Results of Operations | Transaction Adjustments (Note 4) | Pro Forma Results of Operations | Historical Results of Operations | Reclassification Adjustments (Note 4) | Transaction Adjustments (Note 4) | Pro Forma Results of Operations |
Pro
Forma | ||||||||||||||||||||||||||||||||||||||||
| Revenues | $ | 108,742 | $ | 273,118 | $ | - | $ | - | $ | 273,118 | $ | 44,293 | $ | - | $ | 44,293 | $ | 54,274 | $ | - | $ | - | $ | 54,274 | $ | 480,427 | ||||||||||||||||||||||||||
| Cost of revenues | 69,240 | 173,062 | - | - | 173,062 | - | 2,843 | (C) | 2,843 | 31,932 | - | - | 31,932 | 277,077 | ||||||||||||||||||||||||||||||||||||||
| Gross (loss) profit | 39,502 | 100,056 | - | - | 100,056 | 44,293 | (2,843 | ) | 41,450 | 22,342 | - | - | 22,342 | 203,350 | ||||||||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sales commissions | 24,590 | - | 33,398 | (H) | - | 33,398 | 37,554 | - | 37,554 | 14,400 | - | - | 14,400 | 109,942 | ||||||||||||||||||||||||||||||||||||||
| Sales and marketing | 6,827 | - | 13,257 | (H) | - | 13,257 | 1,170 | - | 1,170 | - | - | - | - | 21,254 | ||||||||||||||||||||||||||||||||||||||
| General and administrative | 76,594 | - | 177,238 | (H) | (2,776 | ) | (I) | 174,462 | 16,146 | 9,764 | (C) | 25,910 | 11,156 | 1,601 | (F) | - | 12,757 | 289,723 | ||||||||||||||||||||||||||||||||||
| Sales, general and administrative | - | 219,932 | (219,932 | )(H) | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| Loss on goodwill impairment | - | 103,926 | - | - | 103,926 | - | - | - | - | - | - | - | 103,926 | |||||||||||||||||||||||||||||||||||||||
| Research and development | - | 3,961 | (3,961 | )(H) | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| Rent | - | - | - | - | - | - | - | - | 1,199 | (1,199 | ) | (F) | - | - | - | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | - | - | - | - | - | - | - | - | 402 | (402 | ) | (F) | - | - | - | |||||||||||||||||||||||||||||||||||||
| Total operating expenses | 108,011 | 327,819 | - | (2,776 | ) | 325,043 | 54,870 | 9,764 | 64,634 | 27,157 | - | - | 27,157 | 524,845 | ||||||||||||||||||||||||||||||||||||||
| (Loss) income from continuing operations | (68,509 | ) | (227,763 | ) | - | 2,776 | (224,987 | ) | (10,577 | ) | (12,607 | ) | (23,184 | ) | (4,815 | ) | - | - | (4,815 | ) | (321,495 | ) | ||||||||||||||||||||||||||||||
| Interest expense | (16,223 | ) | (285 | ) | - | (13,274 | ) | (J) | (13,559 | ) | (180 | ) | (4,605 | )(D) | (4,785 | ) | (1,234 | ) | - | - | (1,234 | ) | (35,801 | ) | ||||||||||||||||||||||||||||
| Interest income | 19 | - | - | - | - | 18 | - | 18 | - | - | - | - | 37 | |||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | 7,932 | (12 | ) | - | - | (12 | ) | 4,525 | - | 4,525 | (204 | ) | - | - | (204 | ) | 12,241 | |||||||||||||||||||||||||||||||||||
| Gain on troubled debt restructuring | 22,337 | - | - | - | - | - | - | - | - | - | - | - | 22,337 | |||||||||||||||||||||||||||||||||||||||
| Total other income (expense), net | 14,065 | (297 | ) | - | (13,274 | ) | (13,571 | ) | 4,363 | (4,605 | ) | (242 | ) | (1,438 | ) | - | - | (1,438 | ) | (1,186 | ) | |||||||||||||||||||||||||||||||
| Loss from continuing operations before income taxes | (54,444 | ) | (228,060 | ) | - | (10,498 | ) | (238,558 | ) | (6,214 | ) | (17,212 | ) | (23,426 | ) | (6,253 | ) | - | - | (6,253 | ) | (322,681 | ) | |||||||||||||||||||||||||||||
| Income tax (provision) benefit | - | 572 | - | - | 572 | - | - | - | - | - | - | - | 572 | |||||||||||||||||||||||||||||||||||||||
| Net loss from continuing operations | $ | (54,444 | ) | $ | (227,488 | ) | $ | - | $ | (10,498 | ) | $ | (237,986 | ) | $ | (6,214 | ) | $ | (17,212 | ) | $ | (23,426 | ) | $ | (6,253 | ) | $ | - | $ | - | $ | (6,253 | ) | $ | (322,109 | ) | ||||||||||||||||
| Net loss from continuing operations per share attributable to common stockholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic | $ | (0.82 | ) | $ | (4.01 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Diluted | $ | (1.19 | ) | $ | (4.01 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Weighted average shares used to compute net loss per share attributable to common stockholders: | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basic | 66,655,837 | 3,333,334 | (E) | 3,333,334 | 10,243,924 | (G) | 10,243,924 | 80,233,095 | ||||||||||||||||||||||||||||||||||||||||||||
| Diluted | 75,793,548 | 3,333,334 | (E) | 3,333,334 | 10,243,924 | (G) | 10,243,924 | 80,233,095 | ||||||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these pro forma financial statements.
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Notes to Unaudited Pro Forma Combined Financial Statements
| 1. | Basis of Presentation |
The unaudited pro forma combined financial information was prepared in accordance with Article 11 of Regulation S-X, and presents the pro forma financial condition and results of operations of the Company based on the historical financial information of the Company, SunPower Businesses, Sunder and Ambia after giving effect to the Acquisitions and reclassifications and financing adjustments as set forth in the notes to the unaudited pro forma combined financial information.
The unaudited pro forma combined financial information does not reflect any management adjustments for expected effects of the Acquisitions.
The unaudited pro forma combined statement of operations for the fiscal year ended December 29, 2024 combine the historical statements of operations of the Company, SunPower Businesses, Sunder and Ambia on a pro forma basis as if the Acquisitions and the Financing, had been consummated on January 1, 2024, the beginning of the earliest period presented. The unaudited pro forma combined statements of operations for the thirty-nine week period ended September 28, 2025, combine the historical statements of operations of the Company, Sunder and Ambia on a pro forma basis as if the Sunder and Ambia Acquisitions and the financing of the Sunder and Ambia Acquisitions had been consummated on January 1, 2024, the beginning of the earliest period presented.
SunPower Businesses Acquisition
On August 5, 2024, the Company entered into an Asset Purchase Agreement (the “APA”) with SunPower Corporation and SunPower Corporation’s direct and indirect subsidiaries (collectively, the “SunPower Debtors”) providing for the sale and purchase of certain assets relating to the Blue Raven Solar business, New Homes Business and Non-Installing Dealer network previously operated by the SunPower Debtors. The APA was entered into in connection with a voluntary petition filed by SunPower Corporation under Chapter 11 of the United States Code, 11 U.S.C.§§ 101-1532. The SunPower Acquisition was approved on September 23, 2024, by the United States Bankruptcy Court for the District of Delaware. The Company completed the acquisition of the Acquired Assets (as defined in the APA) effective September 30, 2024, in the Company’s fourth fiscal quarter of 2024, in consideration for a cash purchase price of $54.5 million. The acquisition transaction under the APA is referred to herein as the “SunPower Acquisition,” and the assets and businesses acquired by the Company under the APA are referred to as the “SunPower Businesses.”
The following table summarizes the final fair values of identifiable assets acquired and liabilities assumed and measurement period adjustments (in thousands):
| Net assets acquired: | ||||
| Cash | $ | 1,000 | ||
| Accounts receivable | 16,614 | |||
| Inventories | 48,388 | |||
| Prepaid expenses and other current assets | 2,219 | |||
| Property and equipment | 5,867 | |||
| Operating lease right-of-use assets | 2,506 | |||
| Other noncurrent assets | 541 | |||
| Intangibles | 15,894 | |||
| Deferred revenue | (7,361 | ) | ||
| Accounts payable | (5,270 | ) | ||
| Accrued expenses and other current liabilities | (13,955 | ) | ||
| Operating lease liabilities | (2,963 | ) | ||
| Other long-term liabilities | (8,980 | ) | ||
| Fair value of net tangible assets acquired | 54,500 | |||
| Goodwill recognized | — | |||
| Consideration transferred | $ | 54,500 | ||
The historical results of the SunPower Businesses included in the pro forma combined statement of operations for the fiscal year ended December 29, 2024 include the historical results of operations for the SunPower Businesses from January 1, 2024 through September 29, 2024, which were derived from the audited carveout financial statements of the SunPower Businesses as of and for the thirty-nine weeks ended September 29, 2024.
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Sunder Acquisition
On September 21, 2025, the Company entered into a Membership Interest Purchase Agreement (“MIPA”) with Sunder Energy LLC (“Sunder” or “Sunder Acquisition”) and the seller, Chicken Parm Pizza LLC (“Seller/Member”), the sole member of Sunder. The acquisition of Sunder was completed in the Company’s third fiscal quarter on September 24, 2025, and the financial results of Sunder have been included in the Company’s unaudited condensed consolidated financial statements since the date of acquisition. On September 24, 2025 (“Sunder Closing”), the Company completed the acquisition of all assets and assumption of all liabilities of the Membership Interests of Sunder for aggregate consideration of $57.8 million. Sunder is a solar sales company.
Per the terms of the MIPA, the Company acquired all of the outstanding membership interest of Sunder for (1) $20.7 million in cash, subject to certain working capital and other adjustments; (2) a promissory note to the Member in the principal amount of $20.0 million (“Seller Note”); (3) and 10.0 million shares of the Company’s common stock (valued at the closing share price on September 24, 2025, of $1.71 per share).
The total consideration is summarized as follows (in thousands except share data):
| Consideration | ||||
| Cash | $ | 20,689 | ||
| Seller note | 20,000 | |||
| 3,333,334 shares of the Company’s common stock issued at Closing | 5,700 | |||
| Contingent consideration arrangement – up to 6,666,666 shares of the Company’s common stock to be issued | 11,400 | |||
| Fair value of total consideration transferred | $ | 57,789 | ||
The fair values of assets acquired and liabilities assumed are based upon a provisional valuation of the assets acquired and liabilities assumed, and the Company’s estimates and assumptions are subject to change within the measurement period. Finalization of the fair values remains open for the components of working capital, identification and valuation of intangibles and allocation of goodwill.
The following table summarizes the provisional fair value of identifiable assets acquired and liabilities assumed (in thousands):
| Net assets acquired: | ||||
| Accounts receivable | $ | 257 | ||
| Prepaid expenses and other current assets | 387 | |||
| Property and equipment | 241 | |||
| Operating lease right-of-use assets | 313 | |||
| Other noncurrent assets | 552 | |||
| Intangibles | 25,922 | |||
| Contract liabilities | (11,073 | ) | ||
| Accounts payable | (184 | ) | ||
| Accrued expenses and other current liabilities | (1,322 | ) | ||
| Operating lease liabilities | (215 | ) | ||
| Fair value of net tangible assets acquired | 14,878 | |||
| Goodwill recognized | 42,911 | |||
| Consideration transferred | $ | 57,789 | ||
Goodwill represents the excess of the estimated consideration transferred over the fair value of the net tangible and intangible assets acquired that is associated with the excess cash flows that the acquisition is expected to generate in the future.
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Ambia Acquisition
On November 21, 2025, the Company entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with Ambia and Ambia Holdings, Inc., a Delaware corporation and the sole member of Ambia (“Ambia Holdings”). Ambia was the sole operating entity within Ambia Holdings.
The Company, Ambia and Ambia Holdings completed the closing under the Membership Interest Purchase Agreement (the “Ambia Closing”) on November 21, 2025. At the Ambia Closing, the Company acquired all of the outstanding membership interests of Ambia from Ambia Holdings for: (a) 10,243,924 shares (the “Ambia Closing Consideration Shares”) of common stock of the Company, issued at the Ambia Closing to Ambia Holdings; and (b) the agreement to issue an additional $9.375 million of shares of the Company’s common stock on each of the six-month anniversary of the Ambia Closing and the 12-month anniversary of the Ambia Closing (such additional shares of common stock, the “Deferred Ambia Consideration Shares”). The issuance of the Deferred Ambia Consideration Shares is subject to approval 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)).
The actual number of Deferred Ambia Consideration Shares issuable by the Company on the six- and 12-month anniversaries of the Closing will be determined based on the 20-day trailing volume-weighted average price of the Common Stock after market close on the business day immediate prior to the issuance date of the applicable shares (the “VWAP Value”); provided that the VWAP Value for the calculation of the actual number of Deferred Ambia Consideration Shares issuable by the Company will not be more than $2.8102 per share or less than $1.4988 per share. Additionally, the number of Deferred Ambia Consideration Shares issuable by the Company is subject to adjustment pursuant to customary working capital and balance sheet adjustment terms and subject to offset for certain indemnifiable damages in accordance with the Membership Interest Purchase Agreement.
The Company’s closing share price for its common stock of $1.61 on November 21, 2025 was used to fair value the shares issued at the Ambia Closing. The contingent consideration was derived as the requirement to issue $18.75 million of shares in two subsequent tranches of $9.375 million per tranche. The total consideration is summarized as follows (in thousands):
| Consideration | ||||
| 10,243,924 shares of the Company’s common stock issued at Ambia Closing | $ | 16,493 | ||
| Deferred Ambia Consideration Shares | 18,750 | |||
| Fair value of total consideration | $ | 35,243 | ||
The provisional fair value of identifiable assets acquired and liabilities assumed is summarized in Note 3.B.
Financing of the Acquisitions
SunPower Acquisition
The Company financed the SunPower Acquisition by issuing 7% convertible senior notes in September 2024 (the “September 2024 Notes”). The September 2024 Notes mature on July 1, 2029 and are convertible into the Company’s common stock at the option of the holder at a conversion rate of $2.14 per share. The September 2024 Notes will become immediately due and payable at the option of the holder in the event of default and upon a qualifying change of control event. The principal amount of the September 2024 Notes was $66.8 million and debt issuance costs of $66.8 million. In addition to the 7% interest, debt issuance costs are being amortized on a straight-line basis over the term of the September 2024 Notes.
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Sunder Acquisition
The acquisition of Sunder was financed as follows: (i) on September 21, 2025, the Company issued $22.0 million of 7% senior unsecured convertible notes (the “September 2025 Notes”), (ii) at closing on September 24, 2025, the Company issued a $20.0 million note to the sellers of Sunder (the “Seller Note”) and (iii) also at closing the Company agreed to issue 10.0 million shares of the Company’s stock which had a fair value of $17.1 million at the closing date of the Sunder acquisition.
The September 2025 Notes were issued pursuant to an Indenture agreement with U.S. Bank Trust Company, National Association, as trustee (the “Indenture”). The September 2025 Notes issued under the Indenture bear interest at 7.0% per annum, and the interest is payable semiannually in arrears on January 1 and July 1 of each year beginning on January 1, 2025. The principal is payable in full at maturity on July 1, 2029. The September 2025 Notes are convertible into shares of the Company’s common stock at the option of the holder at a conversion rate of $2.14 per common share. Holders of the September 2025 Notes may convert at any time. The September 2025 Notes may be declared due and payable at the option of the holder upon an event of default and upon a qualifying change of control event.
The Seller Note has an original principal amount of $20.0 million. The Seller Note bears interest at 7.0% per annum, compounded at the end of each calendar quarter. Interest is due and payable concurrent with the payment of the principal balance. 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. The Seller Note must also be repaid in the event of a change of control of the Company or the sale of all or substantially all of the consolidated assets of the Company and its subsidiaries. The Company concluded that since the sellers joined the Company and have a level of influence that is not insignificant, they are related parties of the Company and therefore the Seller Note is a related party obligation.
The Sunder Acquisition was also financed through the issuance of shares of the Company’s common stock. The Company agreed to issue 10.0 million shares of the Company’s common stock (valued at the closing share price on September 24, 2025, of $1.71 per share). At closing the Company issued 3,333,334 shares of the Company’s common stock and subject to approval of such issuances by the Company’s stockholders, the Company will issue an additional 3,333,333 shares of the Company’s common stock to be issued on the 12-month anniversary of the Closing and (y) a further 3,333,333 shares of the Company’s common stock to be issued on the 18-month anniversary of the Closing (“Deferred Consideration Shares”). In lieu of issuing the Deferred Consideration Shares, the Company, in its sole discretion, may elect to pay the Member a cash payment equal to the number of Deferred Consideration Shares otherwise issuable by the Company multiplied by the volume-weighted average price of the Company’s common stock as quoted on Nasdaq for the 30-trading day period ending two business days prior to the date on which the applicable Deferred Consideration Shares were otherwise issuable (“Cash in Lieu Amount”). If the Company elects to pay the Cash in Lieu Amount, 50% of the Cash in Lieu Amount will be paid on the three-month anniversary of the date on which the applicable Deferred Consideration Shares were otherwise issuable, with the remaining 50% of the Cash in Lieu Amount payable on the 6 month anniversary of the date on which the applicable Deferred Consideration Shares were otherwise issuable. The shares of the Company’s common stock were valued at $17.1 million at the date of acquisition. The deferred consideration paid and payable in connection with the Sunder acquisition was accounted for on the Company’s balance sheet as of September 28, 2025, as (i) $5.7 million within Additional paid-in capital, (ii) $5.7 million within Accrued expenses and other current liabilities, and (iii) $5.7 million within Other long-term liabilities. The transaction adjustments within the pro forma results of operations for the thirty-nine weeks ended September 28, 2025 and fiscal year ended December 29, 2024 present the shares of common stock issuable in connection with the Sunder acquisition Refer to Note 4.I within the Transaction Adjustments in the pro forma results of operations for the periods presented.
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Ambia Acquisition
The Ambia Acquisition was consummated through the issuance of shares of the Company’s common stock. At the Ambia Closing the Company paid initial consideration through the issuance of 10,243,924 shares of the Company’s common stock, a non-cash transaction. The Deferred Ambia Consideration Shares will also be paid in shares of the Company’s common stock.
| 2. | Sunder Year to Date Results through September 23, 2025 |
The historical pro forma results of Sunder for the period January 1, 2025 through September 23, 2025 were derived from the unaudited financial statements for the six months ended June 30, 2025 and interim results of operations for the period from July 1, 2025 through September 23, 2025 as follows (in thousands):
| Six Months Ended June 30, 2025 | July 1, 2025 thru September 23, 2025 | Year to Date Through September 23, 2025 | ||||||||||
| Revenues | $ | 40,012 | $ | 16,072 | $ | 56,084 | ||||||
| Operating expenses | ||||||||||||
| Sales commissions | 33,339 | 12,276 | 45,615 | |||||||||
| Sales and marketing | 771 | 480 | 1,251 | |||||||||
| General and administrative | 11,458 | 4,458 | 15,916 | |||||||||
| Total operating expenses | 45,568 | 17,214 | 62,782 | |||||||||
| Loss from operations | (5,556 | ) | (1,142 | ) | (6,698 | ) | ||||||
| Interest expense | (168 | ) | (78 | ) | (246 | ) | ||||||
| Interest income | 33 | 3 | 36 | |||||||||
| Other income (expense), net | 10 | 310 | 320 | |||||||||
| Total other income (expense), net | (125 | ) | 235 | 110 | ||||||||
| Loss from before income taxes | (5,681 | ) | (907 | ) | (6,588 | ) | ||||||
| Income tax (provision) benefit | - | - | - | |||||||||
| Net loss | $ | (5,681 | ) | $ | (907 | ) | $ | (6,588 | ) | |||
The historical pro forma results of Sunder for the year ended 2024 were derived from Sunder’s audited financial statements.
| 3. | Notes to the Unaudited Pro Forma Balance Sheet |
The following adjustments were made related to the unaudited pro forma combined balance sheet as of September 28, 2025 for the acquisition of Ambia:
| A. | Reclassification adjustments to conform the Ambia balance sheet accounts to the Company’s balance sheet accounts. |
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| B. | Reflects the $35.2 million of stock consideration to consummate the Ambia Acquisition. Ambia’s closing balance sheet as of September 30, 2025 was used as a proxy to derive the pro forma balance sheet of SunPower inclusive of the acquisition of Ambia. Per ASC 805, the historical deferred commissions balance of $1.1 million on Ambia’s closing balance sheet is not included as an asset in the determination of assets acquired and is eliminated as shown in the transaction adjustments to derive the pro forma balance sheet. In addition, the deferred costs on Ambia’s historical balance sheet includes costs that the Company accounts for as inventory and therefore, the Company has classified such deferred costs as inventory in the provisional allocation of the purchase price and on the pro forma balance sheet. Based on Ambia’s closing balance sheet of September 30, 2025 and the consideration transferred, the pro forma balance sheet reflects excess consideration of $44.6 million which is presented as goodwill in the Company’s pro forma balance sheet. The following table summarizes the provisional fair value of the identifiable assets acquired and liabilities assumed (in thousands): |
| Net assets as of September 30, 2025 | ||||
| Cash and cash equivalents | $ | 694 | ||
| Accounts receivable, net | 1,293 | |||
| Contract assets - unbilled receivables | 5,716 | |||
| Inventories | 3,943 | |||
| Prepaid expenses and other current assets | 2,410 | |||
| Property and equipment, net | 2,026 | |||
| Operating lease right-of-use assets | 2,856 | |||
| Other noncurrent assets | 182 | |||
| Accounts payable | (2,489 | ) | ||
| Accounts payable due to related party | (294 | ) | ||
| Accrued expenses and other current liabilities | (5,063 | ) | ||
| Contract liabilities | (7,702 | ) | ||
| Notes payable and lines of credit due to related parties | (9,815 | ) | ||
| Operating lease liabilities, noncurrent | (2,146 | ) | ||
| Other long-term liabilities | (986 | ) | ||
| Total | (9,375 | ) | ||
| Fair value of common stock issued (APIC) | 16,493 | |||
| Fair value of Deferred Ambia Consideration Shares (Accrued expenses and other current liabilities) | 18,750 | |||
| Total consideration | 35,243 | |||
| Goodwill | $ | 44,618 | ||
As Ambia’s historical balance sheet as of September 30, 2025 was used to estimate the provisional fair values of the assets acquired and liabilities assumed, no intangible assets are included in the preliminary purchase price allocation, and therefore no amortization expense is included in the pro forma transaction adjustments for the Ambia Acquisition. The Company may recognize intangible assets as it updates the purchase price allocation during the measurement period, which would increase amortization expense, net loss from continuing operations, and net loss per share.
| 4. | Notes to the Unaudited Pro Forma Combined Statements of Operations |
The pro forma adjustments included in the unaudited pro forma combined statements of operations for the fiscal year ended December 29, 2024 and the thirty-nine week period ended September 28, 2025, are as follows:
| C. | As of the acquisition date, the provisional components of Sunder intangibles acquired and their useful lives were as follows (in thousands): |
| Estimated useful life | Amount | |||||
| Customer related intangible | 1 year | $ | 9,279 | |||
| Trademark - Sunder | 5 years | 2,427 | ||||
| Developed technology - Sunder | 5 years | 14,216 | ||||
| Intangible assets acquired | $ | 25,922 | ||||
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Intangible assets are amortized on a straight-line basis. This transaction adjustment reflects the pro forma amortization expense for the thirty-nine week period ended September 28, 2025, as if the acquisition occurred and corresponding intangible assets were established on January 1, 2024. The components of the pro forma amortization expense are as noted below (in thousands):
| Thirty-Nine Weeks Ended | Fiscal Year Ended | |||||||
| September 28, 2025 | December 29, 2024 | |||||||
| Customer related intangible | $ | — | $ | 9,279 | ||||
| Trademark | 364 | 485 | ||||||
| Developed technology | 2,132 | 2,843 | ||||||
| Total pro forma amortization expense | $ | 2,496 | $ | 12,607 | ||||
| Classified within cost of revenues | $ | 2,132 | $ | 2,843 | ||||
| Classified within general and administrative expense | 364 | 9,764 | ||||||
The above estimates of intangible assets’ fair values and useful lives are provisional and subject to change upon finalization of the fair values of the assets acquired.
| D. | Transaction adjustment reflects (i) the impact of interest expense and amortization of debt issuance costs arising from the September 2025 Notes issued in connection with the acquisition of Sunder, assuming the September 2025 Notes were issued on January 1, 2024 and (ii) the impact of interest expense arising from the $20.0 million Seller Note issued in connection with the acquisition of Sunder, assuming the Seller Note was issued on January 1, 2024. The components of pro forma interest and amortization of debt issuance costs are as follows (in thousands): |
| Thirty-Nine Weeks Ended | Fiscal Year Ended | |||||||
| September 28, 2025 | December 29, 2024 | |||||||
| September 2025 Notes | $ | 3,244 | $ | 3,168 | ||||
| Seller Note | 1,145 | 1,437 | ||||||
| Total pro forma interest expense | $ | 4,389 | $ | 4,605 | ||||
| E. | The pro forma results of operations include 3,333,334 shares of the Company’s stock issued at the date of the Sunder Acquisition. As of September 28, 2025, the historical weighted average shares outstanding included 36,630 shares issued in connection with the Sunder Acquisition. As such, incremental shares of 3,296,704 shares included in the pro forma shares outstanding as of September 28, 2025 is net of the 36,630 shares included in the historical weighted average shares outstanding. The 6,666,666 Deferred Consideration Shares were excluded from the computation of pro forma net loss per share because issuance of such shares is contingent upon the satisfaction of certain conditions which are not satisfied as of the period end for pro forma presentation purposes. |
| F. | To conform the financial statement presentation for the Ambia Acquisition to the Company’s presentation within the Statements of Operations for the periods ended September 28, 2025 and December 29, 2024. |
| G. | The pro forma results of operations include 10,243,924 shares of the Company’s stock issued at the date of the Ambia Acquisition. The Deferred Ambia Consideration Shares were excluded from the computation of pro forma net loss per share because the issuance of such shares is contingent upon the satisfaction of certain conditions which are not satisfied as of the period end for pro forma presentation purposes. |
| H. | To conform the financial statement presentation for the SunPower Acquisition to the Company’s presentation within the Statement of Operations for the fiscal year ended December 29, 2024. |
| I. | The intangible assets and related useful lives of the SunPower Acquisition are as follows (in thousands): |
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| Estimated useful life | Amount | |||||
| Trademark – Blue Raven | 10 years | $ | 7,094 | |||
| Trademark – SunPower | 10 years | 4,300 | ||||
| Developed technology | 3 years | 4,500 | ||||
| Balance at end of period | $ | 15,894 | ||||
Intangible assets are amortized on a straight-line basis. This transaction adjustment reflects the pro forma amortization expense for the fiscal year ended December 29, 2024, as if the SunPower Acquisition occurred and corresponding intangible assets were established on January 1, 2024. The components of the pro forma amortization expense for the fiscal year ended December 29, 2024, are as noted below (in thousands):
| Total amortization of intangible assets | Included in historical results | Pro forma amortization | ||||||||||
| SunPower Acquisition | ||||||||||||
| Trademark – Blue Raven | $ | 709 | $ | 210 | $ | 499 | ||||||
| Trademark – SunPower | 430 | 130 | 300 | |||||||||
| Developed technology | 1,500 | 375 | 1,125 | |||||||||
| Total pro forma SunPower Acquisition intangible asset amortization expense | $ | 2,639 | $ | 715 | $ | 1,924 | ||||||
The historical results of operations of the SunPower Businesses for the period from January 1, 2024 through September 29, 2024, included intangible asset amortization of $4.7 million. As such, the transaction adjustment for the intangible assets includes the $1,924 of intangible asset amortization, net of the $4.7 million of intangible asset amortization included in the historical results of operations as noted below (in thousands):
| Pro forma SunPower Acquisition intangible asset amortization expense | $ | 1,924 | ||
| Historical intangible asset amortization expense | (4,700 | ) | ||
| SunPower pro forma intangible asset transaction adjustment | $ | (2,776 | ) |
All of the SunPower Acquisition intangible asset amortization expense is classified within general and administrative expense.
| J. | Transaction adjustment reflects the impact of interest and amortization of debt issuance costs arising from the September 2024 Notes issued in connection with the SunPower Acquisition for the period from January 1, 2024 through September 29, 2024, assuming the September 2024 Notes were issued on January 1, 2024, The components of pro forma interest and amortization of debt issuance costs for the fiscal year ended December 29, 2024, are as follows (in thousands): |
| SunPower Acquisition – financing expense | ||||
| September 2024 Notes | $ | 18,598 | ||
| Less amount included in the historical results of operations | (5,324 | ) | ||
| SunPower pro forma interest expense | $ | 13,274 | ||
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