0001213900-26-058557 | 10-Q/A | XBRL Viewer

Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:

$ 4,812

$ (9,588)

Stock-based compensation

469

1,341

Depreciation and amortization

1,008

Non-cash lease expense

288

181

1,583

357

Provision for credit losses

1,087

Change in fair value of SAFE Agreements with related party

Change in fair value of forward purchase agreement liabilities

^[1]

(268)

5,578

Change in fair value of derivative liabilities

^[2]

(15,127)

Change in fair value of warrant liabilities

^[3]

3,655

1,092

(7,246)

Non-cash income

^[4]

(158)

Changes in operating assets and liabilities, net of acquisitions:

(223)

5,280

11,386

629

(11,279)

(4,413)

6,896

(2,599)

Operating lease liabilities

(5,173)

(1,613)

(352)

Net cash used in operating activities

3,064

(413)

(2,627)

(4,946)

Capitalization of internal-use-software costs

(536)

(536)

Proceeds from issuance of convertible notes

200

Finance lease payments

(515)

Proceeds from exercise of common stock options

Proceeds from exercise of warrant for common stock

Net cash (used in) provided by financing activities

(198)

4,726

Net decrease in cash, cash equivalents and restricted cash

(45)

(2,825)

(801)

Cash, cash equivalents, and restricted cash at beginning of period

17,219

6,416

$ 6,416

Cash, cash equivalents, and restricted cash at end of period

14,394

$ 5,615

17,219

As Previously Reported [Member]

Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:

8,127

Stock-based compensation

314

Depreciation and amortization

Non-cash lease expense

288

1,583

Provision for credit losses

1,087

Change in fair value of SAFE Agreements with related party

Change in fair value of forward purchase agreement liabilities

(268)

Change in fair value of derivative liabilities

(15,127)

Change in fair value of warrant liabilities

4,608

1,092

Non-cash income

(158)

Changes in operating assets and liabilities, net of acquisitions:

(4,550)

11,100

(11,279)

(4,413)

6,896

Operating lease liabilities

(4,673)

(352)

Net cash used in operating activities

3,064

(2,627)

Capitalization of internal-use-software costs

Proceeds from issuance of convertible notes

200

Finance lease payments

(515)

Proceeds from exercise of common stock options

Proceeds from exercise of warrant for common stock

Net cash (used in) provided by financing activities

(198)

Net decrease in cash, cash equivalents and restricted cash

(2,825)

Cash, cash equivalents, and restricted cash at beginning of period

17,219

Cash, cash equivalents, and restricted cash at end of period

14,394

$ 17,219

Restatement Adjustments [Member]

Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:

(3,315)

Stock-based compensation

155

Changes in operating assets and liabilities, net of acquisitions:

(953)

4,327

286

(500)

Capitalization of internal-use-software costs

Summary of Significant Accounting Policies [Abstract]

[1]	Includes related party income $0.1 million in the thirteen weeks ended March 30, 2025.
[2]	Includes related party gain on remeasurement of $3.7 million in the thirteen weeks ended March 30, 2025.
[3]	Includes related party amortization of $0.7 million in the thirteen weeks ended March 30, 2025.
[4]	Includes related party non-cash income of less than $0.1 million in the thirteen weeks ended March 30, 2025.

Other Income, Net

3 Months Ended

Mar. 30, 2025

Other Income, Net [Abstract]

Other Income, Net

(8) Other Income, Net

Other income, net consists of the following (in thousands):

	Thirteen weeks ended
	March 30,			March 31,
	2025			2024
Gain on remeasurement of derivative liabilities⁽¹⁾	$	15,127		$	—
Change in fair value of forward purchase agreement liabilities⁽²⁾		269			(5,578	)
Change in fair value of SAFE Agreement with related party		(20	)		—
Change in fair value of FACT public, private placement and working capital warrants		(1,092	)		(489	)
Change in fair value of Carlyle Warrants with related party		—			6,429
Change in fair value of redeemable convertible preferred stock warrant liability		—			1,305
Other, net⁽³⁾		292			(148	)
Total Other income, net	$	14,576		$	1,519

(1)	Includes a gain of $3.7 million on the change in the fair value of derivative liabilities with related parties in the thirteen weeks ended March 30, 2025. Refer to Note 11 – Borrowings and Derivative Liabilities for details.

(2)	Includes income of $0.1 million and expense of $4.7 million due to related parties for the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.

(3)	Includes $0.1 million and zero of income due to related parties in the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.

Subsequent Event

3 Months Ended

Mar. 30, 2025

Subsequent Event [Abstract]

Subsequent Event

(19) Subsequent Event

NASDAQ Deficiency

On April 28, 2025, the Company received a letter from the Listing Qualifications staff of Nasdaq indicating that, as a result of the Company’s delay in filing its Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), the Company was not in compliance with the timely filing requirements for continued listing under Nasdaq Listing Rule 5250(c)(1). The Nasdaq letter had no immediate effect on the listing or trading of the Company’s common stock or warrants. The Nasdaq listing rules require Nasdaq-listed companies to timely file all required periodic reports with the SEC. The Nasdaq letter stated that, under Nasdaq rules, the Company had 60 calendar days to submit a plan to regain compliance with Nasdaq’s continued listing requirements. The Company filed its 2024 Form 10-K on April 30, 2025.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 30, 2025

Schedule of Reconciles Cash, Cash Equivalents, and Restricted Cash

	March 30, 2025		December 29, 2024
Cash and cash equivalents	$	10,553	$	13,378
Restricted cash		3,841		3,841
Total cash, cash equivalents and restricted cash	$	14,394	$	17,219

Schedule of Allowance for Credit Losses

The following table summarizes the allowance for credit losses as follows (in thousands):

	As of
	March 30,			March 31,
	2025			2024
Balance at beginning of period	$	(1,701	)	$	(9,846	)
(Provision) credit charged to earnings		(1,087	)		(62	)
Amounts written off, net of recoveries and other adjustments		313			412
Balance at end of period	$	(2,475	)	$	(9,496	)

Schedule of Contract Assets and Contract Liabilities Balances

Total contract assets and contract liabilities balances as of the respective dates are as follows (in thousands):

	As of
	March 30,		December 29,
	2025		2024
Contract assets	$	37,345	$	26,066
Contract liabilities current and noncurrent		13,985		10,921

Schedule of Revenue Recognized

Refer to the table below for the Company’s revenue recognized (in thousands):

	Thirteen weeks ended
	March 30,		March 31,
	2025		2024
	(As Restated)
Residential Solar Installation
Revenue recognized over time	$	36,504	$	10,040
Revenue recognized at a point in time		—		—
Total Residential Solar Installation		36,504		10,040

New Homes Business
Revenue recognized over time		15,466		—
Revenue recognized at a point in time		26,443		—
Total New Homes Business		41,909		—
Total revenue	$	78,413	$	10,040

Total revenue recognized over time	$	51,970	$	10,040
Total revenue recognized at a point in time		26,443		—

Organization (Details) - USD ($) $ in Thousands	3 Months Ended
Organization (Details) - USD ($) $ in Thousands	Mar. 30, 2025	Mar. 31, 2024	Dec. 29, 2024
Organization [Abstract]
Date of incorporation	Feb. 22, 2010
Net loss	$ 4,812	$ (9,588)
Income before tax	15,100
Accumulated deficit	(406,567)		$ (411,379)
Current debt	4,300
Cash and cash equivalents	$ 10,553		$ 13,378

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Schedule of Other Income, Net

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Other Income, Net (Tables)

3 Months Ended

Mar. 30, 2025

Other Income, Net [Abstract]

Other income, net consists of the following (in thousands):

	Thirteen weeks ended
	March 30,			March 31,
	2025			2024
Gain on remeasurement of derivative liabilities⁽¹⁾	$	15,127		$	—
Change in fair value of forward purchase agreement liabilities⁽²⁾		269			(5,578	)
Change in fair value of SAFE Agreement with related party		(20	)		—
Change in fair value of FACT public, private placement and working capital warrants		(1,092	)		(489	)
Change in fair value of Carlyle Warrants with related party		—			6,429
Change in fair value of redeemable convertible preferred stock warrant liability		—			1,305
Other, net⁽³⁾		292			(148	)
Total Other income, net	$	14,576		$	1,519

(1)	Includes a gain of $3.7 million on the change in the fair value of derivative liabilities with related parties in the thirteen weeks ended March 30, 2025. Refer to Note 11 – Borrowings and Derivative Liabilities for details.

(2)	Includes income of $0.1 million and expense of $4.7 million due to related parties for the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.

(3)	Includes $0.1 million and zero of income due to related parties in the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 30, 2025

Commitments and Contingencies [Abstract]

Schedule of Warranty Provision

Activity by period relating to the Company’s warranty provision was as follows (in thousands):

	Thirteen weeks ended
	March 30, 2025			March 31, 2024
Warranty provision, beginning of period	$	5,968		$	4,849
Accruals for new warranties issued		526			265
Settlements		(38	)		(250	)
Warranty provision, end of period	$	6,456		$	4,864
Warranty provision, current	$	3,019		$	1,448
Warranty provision, noncurrent	$	3,437		$	3,416

Warrants (Tables)

3 Months Ended

Mar. 30, 2025

Warrants [Abstract]

Schedule of Liability-Classified Warrants

Liability-classified warrants

	As of
	March 30,		December 29,
	2025		2024
Public warrants		1,466		862
Private placements warrants		1,065		627
Working capital warrants		122		72
	$	2,653	$	1,561

Common Stock (Tables)

3 Months Ended

Mar. 30, 2025

Common Stock [Abstract]

Schedule of Reserved Shares of Common Stock

The Company has reserved shares of common stock for issuance related to the following:

	As of
	March 30,		December 29
	2025		2024
Common stock warrants		25,670,265		31,670,265
Employee stock purchase plan		2,628,996		2,628,996
Stock options and RSUs, issued and outstanding		9,490,800		11,979,368
Stock options and RSUs, authorized for future issuance		4,929,200		2,577,895
SAFE Agreement		2,750,000		2,750,000
Forward purchase agreements		6,720,000		6,720,000
Convertible notes		58,579,636		58,579,636
Total shares reserved		110,768,897		116,906,160

Commitments and Contingencies (Details) - USD ($)					1 Months Ended		3 Months Ended		6 Months Ended
Commitments and Contingencies (Details) - USD ($)	Jun. 17, 2024	Mar. 15, 2024	Oct. 23, 2023	Mar. 16, 2023	Feb. 28, 2023	Jan. 31, 2023	Mar. 30, 2025	Mar. 31, 2024	Jun. 29, 2023	Dec. 29, 2024	Feb. 22, 2024	Dec. 31, 2023
Commitments and Contingencies [Line Items]
Loss contingency in accrued expenses and other current liabilities							$ 7,700,000			$ 7,700,000
Damages amount				$ 220,000,000
Subsidiaries indemnity obligations											$ 6,900,000
Accrual amount of legal loss												$ 6,900,000
Additional expense							100,000	$ 0	$ 2,000,000
Letters of credit outstanding							3,500,000			3,500,000
Restricted cash accounts							$ 3,800,000			$ 3,800,000
Siemens Litigation [Member]
Commitments and Contingencies [Line Items]
Damages amount			$ 6,900,000
Fees, expenses, and pre-judgment interest		$ 2,670,000
SolarPark Korea Co., LTD [Member]
Commitments and Contingencies [Line Items]
Demanded amount						$ 80,000,000
Damages amount					$ 26,400,000
Attorney [Member]
Commitments and Contingencies [Line Items]
Attorneys’ fees and costs	$ 2,000,000
Accrual amount of legal loss												$ 7,700,000

Business Combination

3 Months Ended

Mar. 30, 2025

Business Combination [Abstract]

Business Combination

(4) Business Combination

SunPower Acquisition

On September 30, 2024, the Company completed the acquisition of certain assets and assumption of certain liabilities of SunPower for an aggregate cash consideration paid of $54.5 million, net of $1.0 million of cash acquired. SunPower Corporation is a solar technology and energy services provider that offers fully integrated solar, storage, and home energy solutions to customers in the United States through an array of hardware, software, and “Smart Energy” solutions. The financial results of the SunPower Acquisition have been included in the Company’s unaudited condensed consolidated financial statements since the date of Acquisition. This transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations.

Transaction costs incurred in connection with the close of the Acquisition totaled $7.2 million and were expensed by the Company and included in general and administrative expenses within the fourth quarter of the Company’s fiscal year ended December 29, 2024.

The fair values of assets acquired and liabilities assumed were based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period. Due to the complexities of acquiring assets out of bankruptcy the purchase price accounting remains open for certain assets acquired and liabilities assumed. The primary areas that remain preliminary relate to the cash consideration for the transaction for balances remaining in escrow, fair value of intangible assets and goodwill. The following table summarizes the provisional fair value of identifiable assets acquired and liabilities assumed (in thousands):

Net assets acquired:
Cash	$	1,000
Accounts receivable		11,999
Contract assets		4,615
Inventories		27,706
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		18,100
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		36,024
Consideration transferred	$	54,500
Goodwill recognized	$	18,476

The entire disclosure for business combination.

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Schedule of Financial Assets and Liabilities that are Measured at Fair Value, on a Recurring Basis

Fair Value Measurements (Tables)

3 Months Ended

Mar. 30, 2025

Fair Value Measurements [Abstract]

The following table sets forth the Company’s financial assets and liabilities that are measured at fair value, on a recurring basis (in thousands):

	As of March 30, 2025
	Level 1		Level 2		Level 3		Total
	(As Restated)
Financial Assets
Restricted cash	$	3,841	$	—	$	—	$	3,841
Total	$	3,841	$	—	$	—	$	3,841
Financial Liabilities
July 2024 Notes derivative liability	$	—	$	—	$	11,885	$	11,885
July 2024 Notes derivative liability – related parties		—		—		18,514		18,514
September 2024 derivative liability		—		—		45,920		45,920
September 2024 derivative liability - related parties		—		—		5,676		5,676
Forward purchase agreement liabilities ⁽¹⁾		—		—		3,226		3,226
Public warrants		1,466		—		—		1,466
Private placement warrants		—		—		1,065		1,065
Working capital warrants		—		—		122		122
SAFE Agreement with related party		—		—		404		404
Total	$	1,466	$	—	$	86,812	$	88,278

	As of December 29, 2024
	Level 1		Level 2		Level 3		Total
Financial Assets
Restricted cash	$	3,841	$	—	$	—	$	3,841
Total	$	3,841	$	—	$	—	$	3,841
Financial Liabilities
July 2024 Notes derivative liability	$	—	$	—	$	13,563	$	13,563
July 2024 Notes derivative liability – related parties		—		—		21,127		21,127
September 2024 Notes derivative liability		—		—		55,474		55,474
September 2024 Notes derivative liability – related parties		—		—		6,958		6,958
Forward purchase agreement liabilities ⁽¹⁾		—		—		3,494		3,494
Public warrants		862		—		—		862
Private placement warrants		—		—		627		627
Working capital warrants		—		—		72		72
SAFE Agreement with related party		—		—		384		384
Total	$	862	$	—	$	101,699	$	102,561

⁽¹⁾	Includes $1.2 million and $1.3 million due to related parties as of March 30, 2025, and December 29, 2024, respectively.

Schedule of Derivative Liability Valuation Inputs

The July 2024 Notes derivative liability valuation included the following inputs:

	As of
		March 30, 2025			December 29, 2024
Coupon rate		12.0	%		12.0	%
Conversion rate		595.24			595.24
Conversion price	$	1.68		$	1.68
Common stock price	$	1.54		$	1.81
Dividend yield		0.0	%		0.0	%

The September 2024 Notes derivative liability valuation included the following inputs:

	As of
		March 30, 2025			December 29, 2024
Coupon rate		7.0	%		7.0	%
Conversion rate		467.84			467.84
Conversion price	$	2.14		$	2.14
Common stock price	$	1.54		$	1.81
Dividend yield		0.0	%		0.0	%

Schedule of Measured at Fair Value

The Company valued the private placement and working capital warrants, based on a Black-Scholes Option Pricing Method, which included the following inputs:

	As of
	March 30,			December 29,
		2025			2024
Expected term		3.31 years			3.56 years
Expected volatility		110.8	%		68.1	%
Risk-free rate		3.92	%		4.39	%
Expected dividend yield		0.00	%		0.00	%

FPAs are measured at fair value on a recurring basis using a Monte Carlo simulation analysis. The expected volatility is determined based on the historical equity volatility of comparable companies over a period that matches the simulation period, which included the following inputs:

	As of
	March 30,			December 29,
	2025			2024
VWAP	$	1.50		$	1.78
Simulation period		0.3 years			0.55 years
Risk-free rate		4.31	%		4.28	%
Volatility		54.8	%		117	%

Schedule of Financial Liabilities that were not Measured at Fair Value, on a Non-Recurring Basis

The following table sets forth the Company’s financial liabilities that were not measured at fair value, on a non-recurring basis (in thousands):

	As of March 30, 2025
	Principal amount ⁽¹⁾		Unamortized debt discount and debt issuance costs			Net carrying amount excluding capitalized interest ⁽¹⁾		Fair value
	(As Restated)
12.0% senior unsecured convertible notes
July 2024 Notes	$	22,763	$	(10,761	)	$	12,002	$	20,333
July 2024 Notes – related parties		33,969		(16,678	)		17,291		31,677
Subtotal July 2024 Notes		56,732		(27,439	)		29,293		52,010

7.0% senior unsecured convertible notes
September 2024 Notes		71,250		(62,607	)		8,643		68,347
September 2024 Notes – related parties		8,750		(7,738	)		1,012		8,394
Subtotal September 2024 Notes		80,000		(70,345	)		9,655		76,741
Total (As Restated)	$	136,732	$	(97,784	)	$	38,948	$	128,751

	As of December 29, 2024
	Principal amount ⁽¹⁾		Unamortized debt discount and debt issuance costs			Net carrying amount excluding capitalized interest ⁽¹⁾		Fair value
12.0% senior unsecured convertible notes
July 2024 Notes	$	22,765	$	(10,874	)	$	11,891	$	21,390
July 2024 Notes – related parties		33,969		(16,877	)		17,092		33,323
Subtotal July 2024 Notes		56,734		(27,751	)		28,983		54,713

7.0% senior unsecured convertible notes
September 2024 Notes		71,800		(66,164	)		5,636		77,245
September 2024 Notes – related parties		8,000		(7,524	)		476		8,583
Subtotal September 2024 Notes		79,800		(73,688	)		6,112		85,828
Total	$	136,534	$	(101,439	)	$	35,095	$	140,541

(1)	Excludes capitalized interest (coupon interest, default interest and failure to file interest) of $13.5 million and $13.6 million as of March 30, 2025, and December 29, 2024, respectively, included in the July 2024 Notes.

Basic and Diluted Net Income (Loss) Per Share [Abstract]

Tabular disclosure of the fair value measurement of assets using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets) and gains or losses recognized in other comprehensive income (loss), and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs), by class of asset.

+ References + Details

Basic and Diluted Net Income (Loss) Per Share (Tables)

3 Months Ended

Mar. 30, 2025

Schedule of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders

The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share attributable to common stockholders for the thirteen week periods ended March 30, 2025, and March 31, 2024 (in thousands, except share and per share amounts):

	Thirteen Weeks Ended
	March 30,			March 31,
	2025			2024
	(As Restated)
Numerator for basic income (loss) per share:
Net income (loss) - basic	$	4,812		$	(9,588	)
Numerator for diluted income (loss) per share
July 2024 Notes derivative liability and interest expense, net of tax		(3,138	)		—
Third SAFE		20			—
Net income (loss) - diluted	$	1,694		$	(9,588	)
Denominator:
Weighted average shares:
Denominator for basic income (loss) per share		80,209,585			49,077,330
Effect of dilutive securities:
July 2024 Notes derivative liability		27,364,717			—
Third SAFE		2,750,000			—
Stock options and RSUs		1,489,794			—
Warrants		487,967			—
Denominator for diluted income (loss) per share		112,302,063			49,077,330
Net income (loss) per share:
Net income (loss) – basic	$	0.06		$	(0.20	)

Net income (loss) – diluted	$	0.02		$	(0.20	)

Schedule of Potential Common Shares Outstanding that were Excluded from the Computation of Diluted Net Loss Per Share of Common Stock

The following table presents the potential common shares outstanding that were excluded from the computation of diluted net loss per share of common stock as of the periods presented because including them would have been anti-dilutive:

	As of
	March 30,		March 31,
	2025		2024
	(As Restated)
Common stock warrants		—		23,024,556
Convertible notes		37,333,318		—
Stock options and RSUs issued and outstanding		—		11,436,369
Potential common shares excluded from diluted net income (loss) per share		37,333,318		34,460,925

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements - Schedule of Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

Mar. 30, 2025

Mar. 31, 2024

Schedule of Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) [Line Items]

$ 78,413

$ 10,040

^[1]

51,037

7,757

27,376

2,283

7,684

3,116

8,522

14,896

5,093

Income (loss) from operations

31,102

9,827

(3,726)

(7,544)

^[2]

(6,041)

(3,568)

^[3]

14,576

1,519

8,538

(2,043)

4,812

(9,587)

Comprehensive loss, net of tax

4,812

$ (9,588)

$ 4,812

Net income per share attributable to common stockholders

$ 0.06

$ (0.2)

Weighted-average shares used to compute net income per share attributable to common stockholders

$ 0.02

$ (0.2)

80,209,585

49,077,330

As Previously Reported [Member]

112,302,063

49,077,330

Schedule of Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) [Line Items]

$ 82,740

42,599

40,141

7,684

6,825

24,590

Income (loss) from operations

39,099

1,042

(7,494)

14,576

7,085

8,127

Comprehensive loss, net of tax

8,127

$ 8,127

Net income per share attributable to common stockholders

$ 0.1

Weighted-average shares used to compute net income per share attributable to common stockholders

$ 0

80,110,127

Restatement Adjustments [Member]

162,367,934

Schedule of Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) [Line Items]

$ (4,327)

8,438

(12,765)

1,697

(9,694)

Income (loss) from operations

(7,997)

(4,768)

1,453

1,453

(3,315)

Comprehensive loss, net of tax

(3,315)

$ (3,315)

Net income per share attributable to common stockholders

$ (0.04)

Weighted-average shares used to compute net income per share attributable to common stockholders

$ 0.06

99,458

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements [Abstract]

(50,065,871)

[1]	Includes, cost of revenues $0.2 million with a related party in the thirteen weeks ended March 30, 2025. There were no related party amounts included the thirteen weeks ended March 31, 2024. Refer to Note 18 – Related Party Transactions for details.
[2]	Includes related party interest expense and amortization of debt issuance costs of $1.4 million and $2.7 million in the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.
[3]	Includes a gain of $3.7 million on the change in the fair value of derivative liabilities with related parties in the thirteen weeks ended March 30, 2025. Refer to Note 11 – Borrowings and Derivative Liabilities for details. Includes income of $0.1 million and expense of $4.7 million due to related parties relating to the change in the fair value of forward purchase agreements for the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively. Includes $0.1 million and zero of income due to related parties other income, net in the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements (Tables)

3 Months Ended

Mar. 30, 2025

Schedule of Unaudited Condensed Consolidated Balance Sheets

Restated Unaudited Condensed Consolidated Balance Sheet

		As of March 30, 2025
	Explanatory Note	As Previously Reported			Restatement Adjustments			As Restated
ASSETS
Current assets
Cash and cash equivalents		$	10,553		$	—		$	10,553
Accounts receivable, net	A		29,305			(4,327	)		24,978
Inventories	B		11,010			(286	)		10,724
Prepaid expenses and other current assets			12,619			—			12,619
Contract assets			37,345			—			37,345
Total current assets			100,832			(4,613	)		96,219
Restricted cash			3,841			—			3,841
Property and equipment, net			4,625			—			4,625
Operating lease right-of-use assets			2,753			—			2,753
Other noncurrent assets			614			—			614
Goodwill			18,476			—			18,476
Intangible assets, net			16,670			—			16,670
TOTAL ASSETS		$	147,811		$	(4,613	)	$	143,198

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable		$	14,876		$	—		$	14,876
Accrued expenses and other current liabilities	C		51,431			(500	)		50,931
Short-term debt with related parties			1,500			—			1,500
Notes payable, current	D		—			2,786			2,786
Contract liabilities			13,101			—			13,101
SAFE Agreement with related party			404			—			404
Forward purchase agreement with related parties			1,176			—			1,176
Forward purchase agreement liabilities			2,050			—			2,050
Total current liabilities			84,538			2,286			86,824
Warranty provision, noncurrent			3,437			—			3,437
Warrant liability			2,653			—			2,653
Contract liabilities, noncurrent			884			—			884
Notes payable and derivative liabilities, net of current portion	E		84,959			(3,349	)		81,610
Notes payable and derivative liabilities with related parties, net of current portion	F		50,395			(390	)		50,005
Other long-term liabilities			8,039			—			8,039
Operating lease liabilities, net of current portion			1,887			—			1,887
Total liabilities			236,792			(1,453	)		235,339

Commitments and contingencies

Stockholders’ (deficit)
Common stock			14			—			14
Additional paid-in-capital	G		314,092			155			314,247
Accumulated other comprehensive income			165			—			165
Accumulated deficit			(403,252	)		(3,315	)		(406,567	)
Total stockholders’ deficit			(88,981	)		(3,160	)		(92,141	)
Total liabilities and stockholders’ (deficit)		$	147,811		$	(4,613	)	$	143,198

Schedule of Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Restated Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income (Loss)

		Thirteen Weeks Ended March 30, 2025
	Explanatory Note	As Previously Reported			Restatement Adjustments			As Restated

Revenues	A	$	82,740		$	(4,327	)	$	78,413
Cost of revenues	H		42,599			8,438			51,037
Gross profit			40,141			(12,765	)		27,376
Operating expenses:
Sales commissions			7,684			—			7,684
Sales and marketing	I		6,825			1,697			8,522
General and administrative	J		24,590			(9,694	)		14,896
Total operating expenses			39,099			(7,997	)		31,102
Income (loss) from operations			1,042			(4,768	)		(3,726	)
Interest expense	K		(7,494	)		1,453			(6,041	)
Interest income			3			—			3
Other income, net			14,576			—			14,576
Total other income (expense), net			7,085			1,453			8,538
Income before income taxes			8,127			(3,315	)		4,812
Income tax provision			—			—			—
Net income			8,127			(3,315	)		4,812
Comprehensive loss, net of tax		$	8,127		$	(3,315	)	$	4,812
Net income per share attributable to common stockholders
Basic		$	0.10		$	(0.04	)	$	0.06
Diluted		$	0.00		$	0.06		$	0.02
Weighted-average shares used to compute net income per share attributable to common stockholders
Basic	G		80,110,127			99,458			80,209,585
Diluted	L		162,367,934			(50,065,871	)		112,302,063

Schedule of Unaudited Condensed Consolidated Statements of Stockholders’ Deficit

Restated Unaudited Condensed Consolidated Statement of Stockholders’ Deficit

		Thirteen Weeks Ended March 30, 2025
	Explanatory	Common Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive		Total Stockholders’
	Note	Shares		Amount		Capital		Deficit			Income		Deficit
As Previously Reported
Balance as of December 29, 2024			73,784,645	$	14	$	313,661	$	(411,379	)	$	165	$	(97,539	)
Exercise of common stock options			43,793		—		57		—			—		57
Stock-based compensation			—		—		314		—			—		314
Vesting of restricted stock units			93,470		—		—		—			—		—
Exercise of common stock warrants			6,000,000		—		60		—			—		60
Net income (loss)			—		—		—		8,127			—		8,127
Balance as of March 30, 2025			79,921,908	$	14	$	314,092	$	(403,252	)	$	165	$	(88,981	)

Adjustments
Balance as of December 29, 2024			—	$	—	$	—	$	—		$	—	$	—
Exercise of common stock options			—		—		—		—			—		—
Stock-based compensation	G		—		—		155		—			—		155
Vesting of restricted stock units	G		98,928		—		—		—			—		—
Exercise of common stock warrants			—		—		—		—			—		—
Net income (loss)			—		—		—		(3,315	)		—		(3,315	)
Balance as of March 30, 2025			98,928	$	—	$	155	$	(3,315	)	$	—	$	(3,160	)

As Restated
Balance as of December 29, 2024			73,784,645	$	14	$	313,661	$	(411,379	)	$	165	$	(97,539	)
Exercise of common stock options			43,793		—		57		—			—		57
Stock-based compensation			—		—		469		—			—		469
Vesting of restricted stock units			192,398		—		—		—			—		—
Exercise of common stock warrants			6,000,000		—		60		—			—		60
Net income (loss)			—		—		—		4,812			—		4,812
Balance as of March 30, 2025			80,020,836	$	14	$	314,247	$	(406,567	)	$	165	$	(92,141	)

Schedule of Unaudited Condensed Consolidated Statements of Cash Flows

Restated Unaudited Condensed Consolidated Statement of Cash Flows

		Thirteen Weeks Ended March 30, 2025
	Explanatory Note	As Previously Reported			Restatement Adjustments			As Restated
Cash flows from operating activities
Net income (loss)	A,H,I,J,K	$	8,127		$	(3,315	)	$	4,812
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Stock-based compensation	G		314			155			469
Non-cash interest expense			—			—			—
Non-cash lease expense			288			—			288
Depreciation and amortization			1,583			—			1,583
Provision for credit losses			1,087			—			1,087
Change in fair value of SAFE Agreements with related party			20			—			20
Change in fair value of forward purchase agreement liabilities			(268	)		—			(268	)
Change in fair value of derivative liabilities			(15,127	)		—			(15,127	)
Amortization of debt issuance costs	M		4,608			(953	)		3,655
Change in fair value of warrant liabilities			1,092			—			1,092
Non-cash income			(158	)		—			(158	)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	A		(4,550	)		4,327			(223	)
Inventories	B		11,100			286			11,386
Contract assets			(11,279	)		—			(11,279	)
Prepaid expenses and other current assets			(4,413	)		—			(4,413	)
Other noncurrent assets			14			—			14
Accounts payable			6,896			—			6,896
Accrued expenses and other current liabilities	C		(4,673	)		(500	)		(5,173	)
Operating lease liabilities			(352	)		—			(352	)
Contract liabilities			3,064			—			3,064
Net cash used in operating activities			(2,627	)		—			(2,627	)
Cash flows from investing activities
Capitalization of internal-use-software costs			—			—			—
Net cash used in investing activities			—			—			—
Cash flows from financing activities
Proceeds from issuance of convertible notes			200			—			200
Finance lease payments			(515	)		—			(515	)
Proceeds from exercise of common stock options			57			—			57
Proceeds from exercise of warrant for common stock			60			—			60
Net cash provided by financing activities			(198	)		—			(198	)
Effect of exchange rate changes			—			—			—
Net decrease in cash, cash equivalents and restricted cash			(2,825	)		—			(2,825	)
Cash, cash equivalents, and restricted cash at beginning of period			17,219			—			17,219
Cash, cash equivalents and restricted cash at end of period		$	14,394		$	—		$	14,394

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions	Mar. 30, 2025	Dec. 29, 2024
Accrued Expenses and Other Current Liabilities [Abstract]
Related party accrued interest	$ 2.1	$ 2.2
Percentage of total current liability	5.00%

Common Stock (Details) - USD ($) $ in Millions	Jul. 16, 2024	Mar. 30, 2025	Dec. 29, 2024	Aug. 14, 2024
Common Stock [Line Items]
Common stock, shares authorized		1,000,000,000	1,000,000,000
Preferred stock issued
Preferred stock outstanding
Shares of common stock		80,020,836	73,784,645
Preferred Stock [Member]
Common Stock [Line Items]
Preferred stock, shares authorized		10,000,000
Common Stock [Member]
Common Stock [Line Items]
Common stock outstanding, percentage	9.99%
Common Stock [Member] \| White Lion Capital, LLC [Member]
Common Stock [Line Items]
Newly issued shares (in Dollars)	$ 30
Common Stock [Member] \| Hour Rapid [Member]
Common Stock [Line Items]
Shares of common stock				100,000

Related Party Transactions

3 Months Ended

Mar. 30, 2025

Related Party Transactions

(18) Related Party Transactions

Refer to the following notes to the Company’s unaudited condensed consolidated financial statements for details regarding the related party transactions entered into by the Company; Note 1(a) – Description of Business; Note 5 – Fair Value Measurements; Note 8 – Other Income, Net; Note 10 – Warrants; Note 11 – Borrowings and Derivative Liabilities, and Note 12 – SAFE Agreements. All other related party transactions are described herein.

The Company determined that SameDay Solar became a related party in the fourth quarter of fiscal 2024 with which the Company does business. Cost of revenue with SameDay Solar, a related party, was $0.2 million in the thirteen weeks ended March 30, 2025.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Schedule of Stock Option Activity

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 30, 2025

Stock-Based Compensation [Abstract]

The information below summarizes the stock option activity under the Plans.

	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
	(As Restated)
Outstanding—December 29, 2024		9,997,233		$	2.77		5.29	$	6.356
Options granted		—
Options exercised		(43,793	)		0.99				39
Options canceled		(2,194,273	)		3.58
Outstanding—March 30, 2025		7,759,167			2.54		4.88		3,764
Vested and expected to vest— March 30, 2025		7,759,167			2.54		4.88		3,764
Vested and exercisable— March 30, 2025		3,767,004			4.73		3.53		1,763

Schedule of RSU Activity

The information below summarizes the RSU activity.

	Number of RSUs			Weighted Average Grant Date Fair Value
	(As Restated)
Unvested at December 29, 2024		1,982,135		$	1.79
Granted		100,000			1.83
Vested and released		(192,398	)		1.81
Cancelled or forfeited		(236,143	)		1.77
Unvested at March 30, 2025		1,653,594			1.79

Schedule of Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense and its allocation within the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) (in thousands):

	Thirteen Weeks Ended
	March 30, 2025		March 31, 2024
	(As Restated)
Cost of revenues	$	155	$	27
Sales and marketing		184		216
General and administrative		130		1,098
Total stock-based compensation expense	$	469	$	1,341

Other Income, Net (Details) - USD ($)	3 Months Ended		6 Months Ended
Other Income, Net (Details) - USD ($)	Mar. 30, 2025	Mar. 31, 2024	Jun. 29, 2023
Other Income, Net [Line Items]
Other expense	$ 100,000	$ 0	$ 2,000,000
Forward Purchase Agreements [Member]
Other Income, Net [Line Items]
Other income	100,000
Other expense		4,700,000
Borrowings and Derivative Liabilities [Member]
Other Income, Net [Line Items]
Other income	3,700,000
Related Party [Member]
Other Income, Net [Line Items]
Other income	$ 100,000

Summary of Significant Accounting Policies - Schedule of Reconciles Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 30, 2025	Dec. 29, 2024	Mar. 31, 2024	Dec. 31, 2023
Schedule of Reconciles Cash, Cash Equivalents, and Restricted Cash [Abstract]
Cash and cash equivalents	$ 10,553	$ 13,378
Restricted cash	3,841	3,841
Total cash, cash equivalents and restricted cash	$ 14,394	$ 17,219	$ 5,615	$ 6,416

Borrowings and Derivative Liabilities

3 Months Ended

Mar. 30, 2025

Borrowings and Derivative Liabilities [Abstract]

Borrowings and Derivative Liabilities

(11) Borrowings and Derivative Liabilities

The Company’s borrowings and derivative liabilities consisted of the following (in thousands):

	As of
	March 30,			December 29,
	2025			2024
	(As Restated)
July 2024 Notes	$	17,972		$	17,965
July 2024 Notes derivative liability		11,885			13,563
July 2024 Notes – related parties		24,779			24,632
July 2024 derivative liability – related parties		18,514			21,127
September 2024 Notes		8,643			5,636
September 2024 Notes derivative liability		45,920			55,474
September 2024 Notes – related party		1,012			476
September 2024 Notes – derivative liability – related party		5,676			6,958
Revolver Loan		1,500			1,500
Total Notes payable		135,901			147,331
Less amounts classified as current		(4,286	)		(1,500	)
Notes payable and convertible notes, net of current portion	$	131,615		$	145,831

12% Senior Unsecured Convertible Notes

In July 2024, the Company issued $46.0 million of senior unsecured convertible notes (“July 2024 Notes”) consisting of $28.0 million in cash proceeds and $18.0 million arising from an exchange of debt (“Debt Exchange”) as described below under Exchange Agreement. Cash proceeds of $28.0 million included $18.0 million from the Rodgers Massey Revocable Trust (“Rodgers Revocable Trust”), a related party. The $18.0 million exchange of debt included $10.0 million issued to Carlyle. Carlyle was deemed to be a related party in the fiscal year ended December 29, 2024 and in the thirteen week period ended March 30, 2025.

The July 2024 Notes bear interest at 12.0% per annum, and the principal is payable in full at maturity on July 1, 2029. The interest is payable in cash on January 1 and July 1 of each year, beginning on July 1, 2025. The interest rate increases by 3% in the event of default. The conversion rate of the July 2024 Notes is initially equal to 595.2381 shares of common stock per $1,000 of principal amount due under the July 2024 Notes. Holders of July 2024 Notes may convert at any time. The July 2024 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 conversion option was required to be bifurcated as a derivative liability, and the Company recorded a derivative liability of $28.7 million on the issuance date. Of this amount $17.5 million was recognized as a debt discount to the $28.0 million cash proceeds and $11.2 million associated with the Debt Exchange was recognized as an expense in the calculation of the Company’s “Gain on the Troubled Debt Restructuring” on the Company’s consolidated statement of operations and comprehensive loss in the year ended December 29, 2024.

In connection with the Debt Exchange, the Company issued the Cantor Warrant, as described in Note 10 –Warrants, for shares of the Company’s common stock. At issuance, the Cantor Warrant had a fair value of $1.4 million, of which $0.9 million was recorded as a debt discount, and $0.5 million was included in the calculation of the Company’s “Gain on the Troubled Debt Restructuring” on the Company’s consolidated statement of operations and comprehensive loss in the year ended December 29, 2024, as discussed below in the Exchange Agreement.

The effective interest rate on the July 2024 Notes cash proceeds of $28.0 million approximates 45%. Coupon interest, default interest and failure to file interest on the $18.0 million Debt Exchange were capitalized as part of the July 2024 Notes. Accordingly, the effective interest rate on the $18.0 million arising from the Debt Exchange is nil as of December 28, 2025.

There are no financial covenants. The July 2024 Notes are not in default. However, due to the delayed filing of its Form 10-K for the year ended December 29, 2024, the Company was required to accrue incremental interest of 0.5% beginning April 16, 2025, through April 30, 2025, the date upon which the Form 10-K was filed.

The carrying amount of the convertible July 2024 Notes, excluding the fair value of the derivative liability was as follows (in thousands):

	As of
	March 30,			December 29,
	2025			2024
	(As Restated)
July 2024 Notes	$	70,190		$	70,348
Less Unamortized debt discount		(27,439	)		(27,751	)
Total carrying amount of July 2024 Notes	$	42,751		$	42,597

For the thirteen week period ended March 30, 2025, total interest expense was $1.1 million of which interest expense and amortization of debt discount and issuance costs were $0.8 million and $0.3 million, respectively. Of these amounts related party interest expense and amortization of debt discount and issuance costs were $0.5 million and $0.2 million, respectively.

7% Senior Unsecured Convertible Notes

In September 2024, the Company issued $66.8 million of senior unsecured convertible notes to various lenders (the “September 2024 Notes”), $4.0 million of which were issued to Rodgers Family Freedom and Free Markets Charitable Trust (“Massey Charitable Trust”), a related party and $4.0 million were issued to Rodgers Massey Revocable Living Trust (collectively with Massey Charitable Trust, “Massey Trusts”), also a related party. In addition, effective December 30, 2024, an additional $0.75 million of the September 2024 Notes was deemed to be with a related party. The September 2024 Notes bear interest at 7% per annum, and the principal is payable in full at maturity on July 1, 2029. The interest is payable in cash on January 1 and July 1 of each year, beginning on January 1, 2025. The September 2024 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 2024 Notes may convert at any time. The September 2024 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 conversion option is required to be bifurcated as a derivative liability, and the Company recorded a derivative liability of $91.5 million on the issuance date. As the fair value of the derivative liability exceeded the proceeds received, the Company recorded a corresponding financing loss of $24.7 million and debt discount for $66.8 million as of the issuance date as further described below in the Exchange Agreement. At the date of issuance, the $66.8 million of notes were issued with a debt discount equal to the entire principal amount, resulting in an initial net carrying amount of zero. The debt discount is being amortized on a straight-line basis over the term of the September 2024 Notes. In December 2024, the Company issued an additional $13.0 million of September 2024 Notes for cash. The Company recognized a $10.9 million debt discount in connection with these additional proceeds. The effective interest rate on this tranche is 64%. The Company issued an additional $0.2 million of September 2024 Notes in the quarter ended March 30, 2025. There are no financial covenants.

The carrying amount of the convertible September 2024 Notes, inclusive of the fair value of the derivative liability was as follows (in thousands):

	As of
	March 30,			December 29,
	2025			2024
	(As Restated)
September 2024 Notes	$	80,000		$	79,800
Less Unamortized debt discount		(70,345	)		(73,688	)
Total carrying amount of September 2024 Notes	$	9,655		$	6,112

For the thirteen week period ended March 30, 2025, total interest expense was $5.0 million of which interest expense and amortization of debt discount and issuance costs were $1.4 million and $3.6 million, respectively. Interest expense and amortization of debt issuance costs with related parties was $0.1 million and $0.5 million in the thirteen week period ended March 30, 2025, respectively.

Exchange Agreement

On July 1, 2024, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Carlyle, deemed to be a related party, and Kline Hill (as defined below) providing for:

(i)

the cancellation of all indebtedness, inclusive of the CS Solis Debt, owed to Carlyle by the Company, termination of all debt instruments by and between the Company and Carlyle (through the transfer of Carlyle’s interest in CS Solis, LLC, to the Company), and the satisfaction of all obligations owed to Carlyle by the Company under the terminated debt instruments;

(ii)

the issuance of a note for the principal amount of $10.0 million to Carlyle as part of the July 2024 Notes;

(iii)

the cancellation of all indebtedness owed to Kline Hill Partners Fund LP, Kline Hill Partners IV SPV LLC, and Kline Hill Partners Opportunity IV SPV, LLC (collectively “Kline Hill”). by the Company, termination of all debt instruments by and between the Company and Kline Hill, including the 2018 Bridge Notes, the revolving loan and the secured credit facility, and the satisfaction of all obligations owed to Kline Hill by the Company under the terminated debt instruments;

(iv)

the issuance of a note for the principal amount of $8.0 million to Kline Hill as part of the July 2024 Notes; and

(v)

the issuance of 1,500,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) to Kline Hill (the “Shares”).

2018 Bridge Notes

In 2018, Solaria issued senior subordinated convertible secured notes (“2018 Notes”) totaling approximately $3.4 million in exchange for cash. The 2018 Notes were secured by substantially all of the assets of Solaria, bore interest at the rate of 8% per annum, and the investors were entitled to receive twice the face value of the 2018 Notes at maturity. In connection with an amendment in 2021 to extend the maturity date of the 2018 Notes, Solaria issued warrants to purchase shares of Series E-1 redeemable convertible preferred stock of Solaria. The warrants were exercisable immediately in whole or in part at and expire on December 13, 2031. As part of the Business Combination with Complete Solar, the Solaria outstanding warrants issued were assumed by the parent company, Complete Solaria.

In December 2022, the Company entered into an amendment to the 2018 Notes further extending the maturity date from December 13, 2022 to December 13, 2023 in exchange for an increased repayment premium from 110% to 120% of the principal and accrued interest at the time of repayment. The amendment represented a troubled debt restructuring as the Company was experiencing financial difficulty, and the amended terms resulted in a concession to the Company. As the future undiscounted cash payments under the modified terms exceeded the carrying amount of the 2018 Notes on the date of modification, the modification was accounted for prospectively. The incremental repayment premium was being amortized to interest expense using the effective interest rate method.

The 2018 Notes were settled as part of the Exchange Agreement. In connection with the Exchange Agreement, the balance of the 2018 Notes was exchanged for the July 2024 Notes. In July 2024, the Company issued the principal amount of $8.0 million of its July 2024 Notes and 1,500,000 shares of the Company’s common stock in exchange for the cancellation of all indebtedness with Kline Hill. At the date of the cancellation, such indebtedness was comprised of the 2018 Notes of $11.7 million, the portion of the Revolving Loan balance assigned to Kline Hill of $3.9 million, and the Secured Credit Facility balance of $13.1 million. The Company concluded that the exchange represented a troubled debt restructuring as the Company was experiencing financial difficulty, and the new terms of the July 2024 Notes resulted in a concession to the Company. As the carrying amount of the debt exceeded the future undiscounted cash payments under the new terms on the date of the exchange, the Company recorded a gain on the troubled debt restructuring of $9.8 million in its fiscal 2024 unaudited condensed consolidated results of operations of which $7.3 million was recognized in the thirteen week period ended September 29, 2024 and $2.5 million was recognized in the fourth quarter of fiscal 2024.

Interest expense recognized on the 2018 Bridge was zero and $0.3 million in the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.

Revolving Loan

In October 2020, Solaria entered into a loan agreement (“SCI Loan Agreement”) with Structural Capital Investments III, LP (“SCI”).The SCI Loan Agreement was comprised of two facilities, a term loan (the “Term Loan”) and a revolving loan (the “Revolving Loan”) (together “Original Agreement”) for $5.0 million each with a maturity date of October 31, 2023. At December 29, 2024, only the Revolving Loan was outstanding.

The Revolving Loan had a term of thirty-six months, with the principal due at the end of the term and an annual interest rate of 7.75% or Prime rate plus 4.5%, whichever was higher. The SCI Loan Agreement required the Company to meet certain financial covenants relating to the maintenance of specified restricted cash balance, achieve specified revenue targets and maintain specified contribution margins (“Financial Covenants”) over the term of the Revolving Loan. The Revolving Loan was collateralized by substantially all assets and property of the Company.

Solaria had historically issued warrants to purchase shares of its Series E-1 redeemable convertible preferred stock of Solaria (“SCI Series E-1 warrants”). The warrants were fully exercisable in whole or in part at any time during the term of the Original agreement. As part of the Business Combination with Complete Solar, all the outstanding SCI Series E-1 warrants were assumed by the parent company, Complete Solaria.

In October 2023, the Company entered into an Assignment Agreement whereby Structural Capital Investments III, LP assigned the SCI debt to Kline Hill and Rodgers Massey Revocable Living Trust,, a related party, for a total purchase price of $5.0 million. In connection with the Exchange Agreement, the principal amount of $3.5 million of the Revolving Loan, plus accrued interest, owed to Kline Hill was exchanged for the July 2024 Notes. The principal portion of the Revolving Loan owing to the Rodgers Massey Revocable Living Trust of $1.5 million (plus accrued interest) remained outstanding as of March 30, 2025, and December 29, 2024. There are no financial covenants.

Interest expense recognized was less than $0.1 million in each of the thirteen weeks ended March 30, 2025, and March 31, 2024. Related party interest expense was less than $0.1 million in each of the thirteen weeks ended March 30, 2025, and March 31, 2024.

Secured Credit Facility

In December 2022, the Company entered into a secured credit facility agreement with Kline Hill Partners IV SPV LLC and Kline Hill Partners Opportunity IV SPV LLC (“Secured Credit Facility”). The Secured Credit Facility agreement allowed the Company to borrow up to 70% of the net amount of its eligible vendor purchase orders with a maximum amount of $10.0 million at any point in time. The purchase orders were backed by relevant customer sales orders which served as collateral. The amounts drawn under the Secured Credit Facility were eligible to be reborrowed provided that the aggregate borrowing did not exceed $20.0 million. The repayment terms under the Secured Credit Facility were (i) the borrowed amount multiplied by 1.15x if repaid within 75 days and (ii) the borrowed amount multiplied by 1.175x if repaid after 75 days. The Company could have repaid any borrowed amount without premium or penalty. Under the original terms, the Secured Credit Facility agreement was due to mature in April 2023. The Company set the balance outstanding as part of the Exchange Agreement, whereby the balance of $13.1 million of the Secured Credit Facility was exchanged for July 2024 Notes.

Interest expense recognized was zero and $0.5 million in the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.

Debt in CS Solis

As part of the Reorganization described in Note 1(a) Organization - Description of Business, the Company received cash and recorded debt for an investment by Carlyle. The investment was made pursuant to a subscription agreement, under which Carlyle contributed $25.6 million in exchange for 100 Class B Membership Units of CS Solis and the Company contributed the net assets of Complete Solar, Inc. in exchange for 100 Class A Membership Units. The Class B Membership Units were mandatorily redeemable by the Company on the three-year anniversary of the effective date of the CS Solis amended and restated LLC agreement (February 14, 2025). The Class B Membership Units accrued interest that was payable upon redemption at a rate of 10.5% (which was structured as a dividend payable based on 25% of the investment amount measured quarterly), compounded annually, and subject to increases in the event the Company declared any dividends. In connection with the investment by Carlyle, the Company issued to Carlyle a warrant to purchase 5,978,960 shares of the Company’s common stock at a price of $0.01 per share, of which, the purchase of 4,132,513 shares of the Company’s common stock is immediately exercisable. The Company accounted for the mandatorily redeemable investment from Carlyle in accordance with ASC 480 and recorded the investment as a liability, which was accreted to its redemption value under the effective interest method. The Company recorded the warrants as a discount to the liability.

On July 17 and July 18, 2023, and in connection with obtaining consent for the Mergers, Legacy Complete Solaria, FACT and Carlyle entered into an Amended and Restated Consent to the Business Combination Agreement (“Carlyle Debt Modification Agreement”) and an amended and restated warrant agreement (“Carlyle Warrant Amendment”), which modified the terms of the mandatorily redeemable investment made by Carlyle in Legacy Complete Solaria. Refer to Note 10 – Warrants for a description of the Carlyle Warrant Amendment. The Carlyle Debt Modification Agreement accelerated the redemption date of the investment to March 31, 2024, subsequent to the modification. The acceleration of the redemption date of the investment resulted in the total redemption amount to be 1.3 times the principal at December 31, 2023. The redemption amount increased to 1.4 times the original investment as of March 31, 2024.

The Company determined that the Carlyle was a related party beginning in 2024. In July 2024, in connection with the Exchange Agreement, the Company issued $10.0 million of the July 2024 Notes in exchange for the cancellation of all indebtedness with CS Solis of $37.2 million. The Company concluded that the exchange represented a troubled debt restructuring as the Company was experiencing financial difficulty, and the new terms under the convertible notes resulted in a concession to the Company. As the carrying amount of the debt exceeded the future undiscounted cash payments under the new terms on the date of the exchange, the Company recorded a gain on the troubled debt restructuring of $12.5 million in the third quarter of fiscal 2024 in connection with this transaction.

For the thirteen week periods ended March 30, 2025, and March 31, 2024, the Company recorded accretion of the liability as related party interest expense of zero and $2.5 million, respectively, and made no payments of interest expense.

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements (Details) - Revision of Prior Period, Adjustment [Member] $ in Thousands	3 Months Ended
	Mar. 30, 2025 USD ($)
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements [Line Items]
Accounts receivables	$ (4,327)
Inventory cost	300
Accrued interest	500
Notes payable, current portion	2,786
Unamortized debt discount and issuance costs	1,000
Stock based compensation expense	60
Payroll expense	7,600
Amortization of intangible	400
Amortization expense	400
General and administrative expenses	9,300
Interest expense	500
Senior Unsecured Convertible Notes [Member]
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements [Line Items]
Unamortized debt discount and issuance costs	400
Long-Term Debt [Member]
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements [Line Items]
Unamortized debt discount and issuance costs	(1,000)
Long-Term Debt [Member] \| Senior Unsecured Convertible Notes [Member]
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements [Line Items]
Unamortized debt discount and issuance costs	600
Revenue Recognition [Member]
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements [Line Items]
Accounts receivables	4,300
Reclassification of Payroll Expense [Member]
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements [Line Items]
Inventory cost	300
General and administrative expenses [Member]
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements [Line Items]
Payroll expense	1,600
Restricted Stock Units (RSUs) [Member]
Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements [Line Items]
Stock based compensation expense	$ 200

Fair Value Measurements - Schedule of Financial Liabilities that were not Measured at Fair Value, on a Non-Recurring Basis (Details) - Fair Value, Nonrecurring [Member] - USD ($)
$ in Thousands

Mar. 30, 2025

Dec. 29, 2024

^[1]

$ 136,732

$ 136,534

(97,784)

(101,439)

^[1]

38,948

35,095

July 2024 Notes [Member] | 12.0% senior unsecured convertible notes [Member]

128,751

140,541

^[1]

22,763

22,765

(10,761)

(10,874)

^[1]

12,002

11,891

Subtotal July 2024 Notes [Member] | 12.0% senior unsecured convertible notes [Member]

20,333

21,390

^[1]

56,732

56,734

(27,439)

(27,751)

^[1]

29,293

28,983

Two Thousand Twenty-Four [Member] | 7.0% senior unsecured convertible notes [Member]

52,010

54,713

^[1]

71,250

71,800

(62,607)

(66,164)

^[1]

8,643

5,636

Two Thousand Twenty-Four [Member] | 7.0% senior unsecured convertible notes [Member]

68,347

77,245

^[1]

79,800

(73,688)

^[1]

6,112

7.0% senior unsecured convertible notes [Member] | 7.0% senior unsecured convertible notes [Member]

85,828

^[1]

80,000

(70,345)

^[1]

9,655

76,741

^[1]

33,969

(16,678)

(16,877)

^[1]

17,291

17,092

31,677

33,323

^[1]

8,750

8,000

(7,738)

(7,524)

^[1]

1,012

476

$ 8,394

$ 8,583

[1]	Excludes capitalized interest (coupon interest, default interest and failure to file interest) of $13.5 million and $13.6 million as of March 30, 2025, and December 29, 2024, respectively, included in the July 2024 Notes.

Business Combination (Details) - USD ($) $ in Millions		12 Months Ended
Business Combination (Details) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 29, 2024
General and Administrative Expense [Member]
Business Combination [Line Items]
Acquisition cost		$ 7.2
SunPower Acquisition [Member]
Business Combination [Line Items]
Payment of aggregate consideration	$ 54.5
Net of cash acquired	$ 1.0

Fair Value Measurements - Schedule of Derivative Liability Valuation Inputs (Details)	Mar. 30, 2025	Dec. 29, 2024
Coupon rate [Member] \| July 2024 Notes [Member]
Schedule of Derivative Liability Valuation Inputs [Line Items]
Derivative liability, measurement inputs	12	12
Coupon rate [Member] \| September 2024 Notes [Member]
Schedule of Derivative Liability Valuation Inputs [Line Items]
Derivative liability, measurement inputs	7	7
Conversion rate [Member] \| July 2024 Notes [Member]
Schedule of Derivative Liability Valuation Inputs [Line Items]
Derivative liability, measurement inputs	595.24	595.24
Conversion rate [Member] \| September 2024 Notes [Member]
Schedule of Derivative Liability Valuation Inputs [Line Items]
Derivative liability, measurement inputs	467.84	467.84
Conversion price [Member] \| July 2024 Notes [Member]
Schedule of Derivative Liability Valuation Inputs [Line Items]
Derivative liability, measurement inputs	1.68	1.68
Conversion price [Member] \| September 2024 Notes [Member]
Schedule of Derivative Liability Valuation Inputs [Line Items]
Derivative liability, measurement inputs	2.14	2.14
Common stock price [Member] \| July 2024 Notes [Member]
Schedule of Derivative Liability Valuation Inputs [Line Items]
Derivative liability, measurement inputs	1.54	1.81
Common stock price [Member] \| September 2024 Notes [Member]
Schedule of Derivative Liability Valuation Inputs [Line Items]
Derivative liability, measurement inputs	1.54	1.81
Dividend yield [Member] \| July 2024 Notes [Member]
Schedule of Derivative Liability Valuation Inputs [Line Items]
Derivative liability, measurement inputs	0	0
Dividend yield [Member] \| September 2024 Notes [Member]
Schedule of Derivative Liability Valuation Inputs [Line Items]
Derivative liability, measurement inputs	0	0

Summary of Significant Accounting Policies - Schedule of Contract Assets and Contract Liabilities Balances (Details) - USD ($) $ in Thousands	Mar. 30, 2025	Dec. 29, 2024
Schedule of Contract Assets and Contract Liabilities Balances [Abstract]
Contract assets	$ 37,345	$ 26,066
Contract liabilities current and noncurrent	$ 13,985	$ 10,921

Warrants

3 Months Ended

Mar. 30, 2025

Warrants [Abstract]

Warrants

(10) Warrants

Liability-classified warrants

	As of
	March 30,		December 29,
	2025		2024
Public warrants		1,466		862
Private placements warrants		1,065		627
Working capital warrants		122		72
	$	2,653	$	1,561

Public and Private Placement Warrants

In conjunction with the Mergers, Complete Solaria, as accounting acquirer, was deemed to assume 6,266,667 warrants to purchase FACT Class A Ordinary Shares that were held by the sponsor at an exercise price of $11.50 (“Private Placement Warrants”) and 8,625,000 warrants to purchase FACT’s shareholders FACT Class A Ordinary Shares at an exercise price of $11.50 (“Public Warrants”). Subsequent to the Mergers, the Private Placement Warrants and Public Warrants are exercisable for shares of Complete Solaria Common Stock and meet liability classification requirements since the warrants may be required to be settled in cash under a tender offer. In addition, Private Placement Warrants are potentially subject to a different settlement amount as a result of being held by the sponsor which precludes the Private Placement Warrants from being considered indexed to the entity’s own stock. Therefore, these warrants are classified as liabilities on the accompanying unaudited condensed consolidated balance sheets.

The change in the fair value of the Private Placement Warrants and the Public Warrants was expense of $1.0 million and $0.5 million in the thirteen week periods ended March 30, 2025, and March 31, 2024, respectively. These changes were recorded within Other income, net in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss).

Working Capital Warrants

Additionally, at the closing of the Mergers, the Company issued 716,668 Working Capital warrants, which have identical terms as the Private Placement Warrants to the sponsor in satisfaction of certain liabilities of FACT. The Company recorded an expense of less than $0.1 million within Other income, net in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) in each of the thirteen week periods ended March 30, 2025, and March 31, 2024, respectively.

Carlyle Warrant

In February 2022, as part of a debt financing arrangement with CRSEF Solis Holdings, LLC and its affiliates (“Carlyle”), the Company issued Carlyle a warrant to purchase 2,886,952 shares of Legacy Complete Solaria Common Stock at a price per share of $0.01. The warrant contained two tranches, the first of which was immediately exercisable for 1,995,879 shares of common stock. The second tranche expired on December 31, 2022, prior to becoming exercisable. In December 2023, Carlyle was issued a warrant to purchase an additional 2,190,604 shares of the Company’s common stock related to an anti-dilution provision under the then-existing debt arrangement with Carlyle.

In July 2023, and in connection with the closing of the Mergers, the Company entered into the Carlyle Warrant Amendment (as defined in Note 11 – Borrowings and Derivative Liabilities), Based on the exchange ratio included in the Mergers, the 1,995,879 outstanding warrants to purchase Legacy Complete Solaria Common Stock prior to modification were exchanged into warrants to purchase 1,995,879 shares of Complete Solaria Common Stock. The Carlyle Warrant Amendment required the Company to issue to Carlyle a warrant to purchase up to 2,745,879 shares of Complete Solaria Common Stock at a price per share of $0.01, which was inclusive of the outstanding warrant to purchase 1,995,879 shares at the time of modification. The warrant, which expires on July 18, 2030, provided Carlyle with the right to purchase shares of Complete Solaria Common Stock based on (a) the greater of (i) 1,995,879 shares and (ii) the number of shares equal to 2.795% of Complete Solaria’s issued and outstanding shares of common stock, on a fully-diluted basis; plus (b) on and after the date that was ten (10) days after the date of the agreement, an additional 350,000 shares; plus (c) on and after the date that was thirty (30) days after the date of the agreement, if the original investment amount had not been repaid, an additional 150,000 shares; plus (d) on and after the date that was ninety (90) days after the date of the agreement, if the original investment amount had not been repaid, an additional 250,000 shares, in each case, of Complete Solaria Common Stock at a price of $0.01 per share. The modification of the warrant resulted in the reclassification of previously equity-classified warrants to liability classification, which was accounted for in accordance with ASC 815 and ASC 718, Compensation – Stock Compensation.

As of March 31, 2024, the fair value of the Carlyle warrant was $3.1 million, and the Company recorded income of $6.4 million within Other income, net in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss for the thirteen weeks ended March 31, 2024.

As of June 30, 2024, the Carlyle Warrant had a fair value of $6.6 million. On July 1, 2024, in connection with the Exchange Agreement (as defined in Note 11 – Borrowings and Derivative Liabilities), the Carlyle Warrant was modified, and the modification fixed the number of shares of the Company’s common stock that may be issued upon exercise of the Carlyle Warrant at 4,936,483. At the July 1, 2024, modification date, the Carlyle Warrant had a fair value of $7.3 million, and the Company recognized $0.7 million of expense related to the remeasurement of the liability which was classified within “Gain on Troubled Debt Restructuring” within the Company’s consolidated statement of operations and comprehensive loss in its fiscal 2024 consolidated results. The modification of the Carlyle Warrant also resulted in the reclassification of the Carlyle Warrant from liability to equity classification, resulting in an increase to additional paid-in capital of $7.3 million and a reduction in the warrant liability of $7.3 million.

Carlyle exercised the warrant for shares of the Company’s common stock in the fourth quarter of fiscal 2024.

Equity Classified Warrants

Series B Warrants (Converted to Common Stock Warrants)

In February 2016, the Company issued a warrant to purchase 5,054 shares of Series B preferred stock (the “Series B warrant”) in connection with a 2016 credit facility. The Series B warrant is exercisable at a price of $4.30 per share and has an expiration date of February 2026. The fair value of the Series B warrant was less than $0.1 million as of July 18, 2023, when the Series B warrant was reclassified from warrant liability to additional paid-in-capital, upon the warrant becoming exercisable into shares of Complete Solaria common stock upon the close of the Mergers.

Series C Warrants (Converted to Common Stock Warrants)

In July 2016, the Company issued a warrant to purchase 148,477 shares of Series C preferred stock (the “Series C warrant”) in connection with the Series C financing. The Series C warrant agreement also provided for an additional number of Series C shares calculated on a monthly basis commencing on June 2016 based on the principal balance outstanding of the notes payable outstanding. The maximum number of shares exercisable under the Series C warrant agreement was 482,969 shares of Series C preferred stock. The Series C warrant is exercisable at a price of $1.00 per share and has an expiration date of July 2026. The fair value of the Series C Warrant was $2.3 million as of July 18, 2023, when the Series C warrant was reclassified from redeemable convertible preferred stock warrant liability to additional paid-in capital, as the warrant became exercisable into shares of Complete Solaria common stock upon the close of the Mergers.

Series C-1 Warrants (Converted to Common Stock Warrants)

In January 2020, the Company issued a warrant to purchase 173,067 shares of common stock in conjunction with the Series C-1 preferred stock financing. The warrant is exercisable at a price of $0.01 per share and has an expiration date of January 2030. The warrant remains outstanding as of March 30, 2025.

SVB Common Stock Warrants

In May and August 2021, the Company issued warrants to purchase 2,473 and 2,525 shares of common stock, respectively, in conjunction a prior loan and security agreement with then Silicon Valley Bank. The warrants are exercisable at prices of $0.38 and $0.62 per share, respectively, and have expiration dates in 2033.

Promissory Note Common Stock Warrants

In October 2021, the Company issued a warrant to purchase 24,148 shares of common stock in conjunction with the issuance of a short-term promissory note. The warrant is exercisable at a price of $0.01 per share and has an expiration date of October 2031.

July 2023 Common Stock Warrants

In July 2023, the Company issued a warrant to a third-party service provider to purchase 38,981 shares of the Company’s common stock in exchange for services provided in obtaining financing at the Closing of the Mergers. The warrant is exercisable at a price of $0.01 per share and has an expiration date of July 2028.

Warrant Consideration

In July 2023, in connection with the Mergers, the Company issued 6,266,572 warrants to purchase Complete Solaria Common Stock to holders of Legacy Complete Solaria Redeemable Convertible Preferred Stock, Legacy Complete Solaria Common Stock. The exercise price of the common stock warrants is $11.50 per share and the warrants expire 10 years from the date of the Mergers. The warrant consideration was issued as part of the close of the Mergers and was recorded within additional paid-in capital, net of the issuance costs of the Mergers.

Ayna Warrant

On June 17, 2024, a warrant to purchase shares of the Company’s common stock (“Ayna Warrant”) was issued to Ayna.AI LLC (“Ayna”) for the purchase of 6,000,000 shares of the Company’s common stock at an exercise price per share of $0.01, subject to the provisions and upon the terms and conditions set forth in the Ayna Warrant. At issuance, the fair value of the Ayna Warrant was determined to be $9.2 million, based on the intrinsic value of the Ayna Warrant and the $0.01 per share exercise price. The Ayna Warrant was to expire on June 17, 2029. The issuance of the Ayna Warrant by the Company to Ayna was in satisfaction of the compensation for services provided to the Company by Ayna under the terms of a statement of work (“Ayna SOW”), signed May 21, 2024 (and effective as of March 12, 2024), as incorporated into a master services agreement dated March 12, 2024. Under the Ayna SOW, Ayna provided services in connection with the anticipated return of the Company to cash-flow positive performance.

The Ayna Warrant was accounted for under ASC 718 as it met the conditions for equity classification and therefore, the Ayna Warrant was not remeasured in future periods. The Company recognized the full amount of the fair value of $9.2 million as an expense between the date of issue and December 29, 2024.

The Ayna Warrant became fully exercisable for the 6,000,000 shares of the Company’s common stock on September 9, 2024. The Ayna Warrant was exercised in full for cash of $60,000 in January 2025.

Cantor Warrant

In July 2024, the Company issued a warrant (“Cantor Warrant”) to a third-party service provider to purchase 3,066,141 shares of the Company’s common stock in exchange for services provided in the issuance of the July 2024 Notes (refer to Note 11 – Borrowings and Derivative Liabilities). The Cantor Warrant was immediately exercisable at a price of $1.68 per share and has an expiration date in July 2029. At issuance, the fair value of the Cantor Warrant was determined to be $1.4 million, of which $0.9 million was recorded as a debt discount and $0.5 million was attributable to the convertible notes issued in the Exchange Agreement and reduced the gain on the troubled debt restructuring recognized in its annual consolidated statement of operations and comprehensive loss for fiscal 2024 as described in Note 11 – Borrowings and Derivative Liabilities. The fair value of this warrant was derived using the Black-Scholes model with the following assumptions: expected volatility of 55%; risk-free interest rate of 4.2%; expected term of 5 years; and no dividend yield. The fair value of this warrant was recorded within additional paid-in capital on the Company’s unaudited condensed consolidated balance sheets and is not remeasured in future periods as it meets the conditions for equity classification.

Cover - shares	3 Months Ended
Cover - shares	Mar. 30, 2025	May 16, 2025
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	true
Amendment Description	SunPower Inc. (“SunPower” or the “Company”) is filing this Amendment No. 1 on Form 10Q/A (the ”Amended Report”) to amend and restate certain items in its Quarterly Report on Form 10-Q for the quarterly period ended March 30, 2025 originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 19, 2025 (the “Original Report"), in order to reflect the effects of the restatement of the financial statements included the Original Report (the "Restatement"). This Amended Report includes the Company’s restated unaudited condensed consolidated financial statements as of and for the thirteen week period ended March 30, 2025 to correct errors related to the recognition of revenues, cost of revenues, stock-based compensation expense and interest and amortization of debt discount expense, and the related balance sheet accounts including accounts receivable, net, inventories, accrued expenses and other current liabilities, notes payable, current, notes payable and derivative liabilities, net of current portion, notes payable and derivative liabilities with related parties, net of current portion and additional paid-in capital. The Company also identified payroll and amortization expense classification errors within cost of revenues and operating expenses, which did not have any impact on the Company’s net operating results but misstated the expense categories within the unaudited condensed consolidated statements of operations.
Document Period End Date	Mar. 30, 2025
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	SUNPOWER INC.
Entity Central Index Key	0001838987
Entity File Number	001-40117
Entity Tax Identification Number	93-2279786
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-29
Entity Current Reporting Status	No
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, Date of Incorporation	Feb. 22, 2010
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	1403 N. Research Way
Entity Address, City or Town	Orem
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84097
Entity Phone Fax Numbers [Line Items]
City Area Code	(877)
Local Phone Number	299-4943
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		80,272,256
Common stock, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	SPWR
Security Exchange Name	NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of common stock
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of common stock
Trading Symbol	SPWRW
Security Exchange Name	NASDAQ

Summary of Significant Accounting Policies (Details)	3 Months Ended
Summary of Significant Accounting Policies (Details)	Mar. 30, 2025	Mar. 31, 2024
Summary of Significant Accounting Policies [Line Items]
Installation projects term	12 months
Customer Concentration Risk [Member] \| Customer One [Member] \| Accounts Receivable [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	12.00%
Customer Concentration Risk [Member] \| Customer One [Member] \| Revenue Benchmark [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	13.00%	76.00%
Residential Solar Installation [Member] \| Customer Concentration Risk [Member] \| Customer One [Member] \| Revenue Benchmark [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage	29.00%
Suppliers One [Member] \| Supplier Concentration Risk [Member] \| Inventory Purchases [Member]
Summary of Significant Accounting Policies [Line Items]
Concentration risk percentage		99.00%
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Payment terms to customers range	30 days
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Payment terms to customers range	60 days

Stock-Based Compensation

3 Months Ended

Mar. 30, 2025

Stock-Based Compensation [Abstract]

Stock-Based Compensation

(13) Stock-Based Compensation

In July 2023, the Company’s board of directors adopted and stockholders approved the 2023 Incentive Equity Plan (the “2023 Plan”). The 2023 Plan became effective immediately upon the closing of the Amended and Restated Business Combination Agreement. Initially, a maximum number of 8,763,322 shares of Complete Solaria Common Stock may be issued under the 2023 Plan. In addition, the number of shares of Complete Solaria Common Stock reserved for issuance under the 2023 Plan will automatically increase on January 1 of each year, starting on January 1, 2024 and ending on January 1, 2033, in an amount equal to the lesser of (1) 4% of the total number of shares of Complete Solaria’s Common Stock outstanding on December 31 of the preceding year, or (2) a lesser number of shares of Complete Solaria Common Stock determined by Complete Solaria’s Board prior to the date of the increase. The maximum number of shares of Complete Solaria Common Stock that may be issued on the exercise of incentive stock options (“ISOs”) under the 2023 Plan is three times the number of shares available for issuance upon the 2023 Plan becoming effective (or 26,289,966 shares).

Historically, awards were granted under the Amended and Restated Complete Solaria Omnibus Incentive Plan (“2022 Plan”), the Complete Solar 2011 Stock Plan (“2011 Plan”), the Solaria Corporation 2016 Stock Plan (“2016 Plan”) and the Solaria Corporation 2006 Stock Plan (“2006 Plan”) (together with the Complete Solaria, Inc. 2023 Incentive Equity Plan (“2023 Plan”), “the Plans”).

Under the Plans, the Company has granted service-based stock options and restricted stock units (“RSUs”). Compensation expense for stock options under the Company’s cliff vesting schedule is generally recognized equally over the vesting period of five years. RSUs granted during the fiscal year ended December 29, 2024 are also generally recognized under the cliff vesting schedule that is recognized equally over the vesting period of five years.

The information below summarizes the stock option activity under the Plans.

	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Contractual Term (Years)		Aggregate Intrinsic Value (in thousands)
	(As Restated)
Outstanding—December 29, 2024		9,997,233		$	2.77		5.29	$	6.356
Options granted		—
Options exercised		(43,793	)		0.99				39
Options canceled		(2,194,273	)		3.58
Outstanding—March 30, 2025		7,759,167			2.54		4.88		3,764
Vested and expected to vest— March 30, 2025		7,759,167			2.54		4.88		3,764
Vested and exercisable— March 30, 2025		3,767,004			4.73		3.53		1,763

The information below summarizes the RSU activity.

	Number of RSUs			Weighted Average Grant Date Fair Value
	(As Restated)
Unvested at December 29, 2024		1,982,135		$	1.79
Granted		100,000			1.83
Vested and released		(192,398	)		1.81
Cancelled or forfeited		(236,143	)		1.77
Unvested at March 30, 2025		1,653,594			1.79

Stock-based compensation expense

	Thirteen Weeks Ended
	March 30, 2025		March 31, 2024
	(As Restated)
Cost of revenues	$	155	$	27
Sales and marketing		184		216
General and administrative		130		1,098
Total stock-based compensation expense	$	469	$	1,341

As of March 30, 2025, unrecognized stock-based compensation costs related to service-based options and RSUs was $2.7 million and $0.7 million respectively, and such compensation cost is expected to be recognized over a weighted-average period of 3.3 years and 4.4 years, respectively.

Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($)	3 Months Ended
	Mar. 30, 2025	Mar. 31, 2024
Basic and Diluted Net Income (Loss) Per Share [Abstract]
Dividends amount
Weighted average shares outstanding (in Shares)	236,196

Summary of Significant Accounting Policies - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2025	Mar. 31, 2024
Schedule of Allowance for Credit Losses [Abstract]
Balance at beginning of period	$ (1,701)	$ (9,846)
(Provision) credit charged to earnings	(1,087)	(62)
Amounts written off, net of recoveries and other adjustments	313	412
Balance at end of period	$ (2,475)	$ (9,496)

Segment Information

3 Months Ended

Mar. 30, 2025

Segment Information [Abstract]

Segment Information

(17) Segment Information

The segment information is presented on a basis that is consistent with the Company’s internal management reporting. The Company’s Chief Executive Officer (“CEO”) is the Chief Operating Decision Maker (“CODM”). The CODM manages the Company and reports financial results based on two reportable segments which are the same as The Company’s operating segments. The CODM evaluates the performance of these reportable segments and allocates resources to make operating decisions based on certain financial information, including segmented internal income/(loss) prepared on a basis consistent with U.S. GAAP. The measurement criteria is based on their operating revenue and operating income (loss) and excluding any corporate costs which are not allocatable to the operating segments. The CODM’s measurement criteria does not include segment assets. During the periods presented, the Company reported its financial performance through the following two reportable segments; Residential Solar Installation and New Homes Business.

Residential Solar Installation. This segment performs solar system, storage and battery installations for residential homeowners.

New Homes Business. This segment is new in the thirteen week period ended March 30, 2025, as a result of the SunPower Acquisition which occurred in the fourth quarter of fiscal 2024. The Company developed a method to allocate direct expenses for the respective reportable segments. This segment performs solar system installations for new home builders.

Results by segment are as follows (in thousands):

	Thirteen Weeks Ended March 30, 2025
*(in thousands)*	Residential Solar Installation			New Homes Business		Total
	(As Restated)
Operating revenues	$	36,504		$	41,909	$	78,413

Less:
Cost of revenues⁽¹⁾		22,615			28,422
Sales commissions		6,667			1,017
Sales and marketing		8,522			—
General and administrative⁽²⁾		10,440			4,456
Operating (loss) income		(11,740	)		8,014		(3,726	)

Reconciliation of segment income before income taxes:
Unallocated amounts:
Interest expense							(6,041	)
Interest income							3
Other income (expense), net							14,576
Income before income taxes						$	4,812

⁽¹⁾	For the thirteen weeks ended March 30, 2025, depreciation and amortization expense was $0.4 million for the Residential Solar Installation reportable segments.

⁽²⁾	For the thirteen weeks ended March 30, 2025, depreciation and amortization expense was $1.0 million and $0.2 million for the Residential Solar Installation and New Homes Business reportable segments, respectively.

	Thirteen Weeks Ended March 31, 2024
(in thousands)	Residential Solar Installation			New Homes Business		Total
Operating revenues	$	10,040		$	—	$	10,040
		—					—
Less:
Cost of revenues		7,757			—
Sales commissions		3,116			—
Sales and marketing		1,618			—
General and administrative⁽¹⁾		5,093			—
Operating income (loss)		(7,544	)		—		(7,544	)

Reconciliation of segment loss before income taxes:
Unallocated amounts:
Interest expense							(3,568	)
Interest income							6
Other income (expense), net							1,519
Gain on troubled debt restructuring							—
Loss before income taxes						$	(9,587	)

⁽¹⁾	For the thirteen weeks ended March 31, 2024, depreciation and amortization expense was $0.4 million for the Residential Solar Installation reportable segment.

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Schedule of Financial Performance through Reportable Segments

Segment Information (Tables)

3 Months Ended

Mar. 30, 2025

Segment Information [Abstract]

Results by segment are as follows (in thousands):

	Thirteen Weeks Ended March 30, 2025
*(in thousands)*	Residential Solar Installation			New Homes Business		Total
	(As Restated)
Operating revenues	$	36,504		$	41,909	$	78,413

Less:
Cost of revenues⁽¹⁾		22,615			28,422
Sales commissions		6,667			1,017
Sales and marketing		8,522			—
General and administrative⁽²⁾		10,440			4,456
Operating (loss) income		(11,740	)		8,014		(3,726	)

Reconciliation of segment income before income taxes:
Unallocated amounts:
Interest expense							(6,041	)
Interest income							3
Other income (expense), net							14,576
Income before income taxes						$	4,812

⁽¹⁾	For the thirteen weeks ended March 30, 2025, depreciation and amortization expense was $0.4 million for the Residential Solar Installation reportable segments.

⁽²⁾	For the thirteen weeks ended March 30, 2025, depreciation and amortization expense was $1.0 million and $0.2 million for the Residential Solar Installation and New Homes Business reportable segments, respectively.

	Thirteen Weeks Ended March 31, 2024
(in thousands)	Residential Solar Installation			New Homes Business		Total
Operating revenues	$	10,040		$	—	$	10,040
		—					—
Less:
Cost of revenues		7,757			—
Sales commissions		3,116			—
Sales and marketing		1,618			—
General and administrative⁽¹⁾		5,093			—
Operating income (loss)		(7,544	)		—		(7,544	)

Reconciliation of segment loss before income taxes:
Unallocated amounts:
Interest expense							(3,568	)
Interest income							6
Other income (expense), net							1,519
Gain on troubled debt restructuring							—
Loss before income taxes						$	(9,587	)

⁽¹⁾	For the thirteen weeks ended March 31, 2024, depreciation and amortization expense was $0.4 million for the Residential Solar Installation reportable segment.

Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements - Schedule of Unaudited Condensed Consolidated Balance Sheets (Details) - USD ($)
$ in Thousands

Mar. 30, 2025

Dec. 29, 2024

Mar. 31, 2024

Dec. 31, 2023

Current assets

Cash and cash equivalents

$ 10,553

$ 13,378

24,978

25,842

10,724

22,110

12,619

8,206

37,345

26,066

Property and equipment, net

96,219

95,602

Restricted cash

3,841

4,625

5,493

Operating lease right-of-use assets

2,753

3,041

614

628

Goodwill

18,476

Intangible assets, net

16,670

17,385

TOTAL ASSETS

143,198

144,466

14,876

7,980

^[1]

50,931

56,081

1,500

Notes payable, current

2,786

Forward purchase agreement liabilities

13,101

10,003

2,050

2,220

Warranty provision, noncurrent

86,824

79,442

3,437

$ 3,416

Warrant liability

2,653

1,561

Contract liabilities, noncurrent

884

918

Notes payable and derivative liabilities, net of current portion

81,610

92,638

Notes payable and derivative liabilities with related parties, net of current portion

50,005

Other long-term liabilities

8,039

8,553

Operating lease liabilities, net of current portion

1,887

2,263

Commitments and contingencies

235,339

242,005

Stockholders’ (deficit)

Common stock

Additional paid-in-capital

314,247

313,661

Accumulated other comprehensive income

165

Total stockholders’ deficit

(406,567)

(411,379)

(92,141)

(97,539)

$ (85,079)

$ (76,813)

143,198

144,466

Related Party [Member]

SAFE Agreement with related party

1,500

404

384

Forward purchase agreement with related parties

1,176

1,274

As Previously Reported [Member]

Current assets

Cash and cash equivalents

10,553

29,305

11,010

12,619

37,345

Property and equipment, net

100,832

Restricted cash

3,841

4,625

Operating lease right-of-use assets

2,753

614

Goodwill

18,476

Intangible assets, net

16,670

TOTAL ASSETS

147,811

14,876

51,431

1,500

Forward purchase agreement liabilities

13,101

2,050

Warranty provision, noncurrent

84,538

3,437

Warrant liability

2,653

Contract liabilities, noncurrent

884

Notes payable and derivative liabilities, net of current portion

84,959

Notes payable and derivative liabilities with related parties, net of current portion

50,395

Other long-term liabilities

8,039

Operating lease liabilities, net of current portion

1,887

Commitments and contingencies

236,792

Stockholders’ (deficit)

Common stock

Additional paid-in-capital

314,092

Accumulated other comprehensive income

165

Total stockholders’ deficit

(403,252)

(88,981)

(97,539)

As Previously Reported [Member] | Related Party [Member]

147,811

SAFE Agreement with related party

404

Forward purchase agreement with related parties

1,176

Restatement Adjustments [Member]

Current assets

(4,327)

(286)

(4,613)

TOTAL ASSETS

(4,613)

(500)

Notes payable, current

2,786

Notes payable and derivative liabilities, net of current portion

2,286

(3,349)

Notes payable and derivative liabilities with related parties, net of current portion

(390)

Commitments and contingencies

(1,453)

Stockholders’ (deficit)

Additional paid-in-capital

155

Total stockholders’ deficit

(3,315)

(3,160)

Commitments and Contingencies [Abstract]

$ (4,613)

[1]	Includes accrued interest due to related parties of $2.1 million and $2.2 million as of March 30, 2025, and December 29, 2024, respectively.

Commitments and Contingencies

3 Months Ended

Mar. 30, 2025

Commitments and Contingencies

(14) Commitments and Contingencies

Warranty Provision

Activity by period relating to the Company’s warranty provision was as follows (in thousands):

	Thirteen weeks ended
	March 30, 2025			March 31, 2024
Warranty provision, beginning of period	$	5,968		$	4,849
Accruals for new warranties issued		526			265
Settlements		(38	)		(250	)
Warranty provision, end of period	$	6,456		$	4,864
Warranty provision, current	$	3,019		$	1,448
Warranty provision, noncurrent	$	3,437		$	3,416

Indemnification Agreements

From time to time, in its normal course of business, the Company may indemnify other parties, with which it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from breach of representation, covenant or third-party infringement claims. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Historically, there have been no such indemnification claims. In the opinion of management, any liabilities resulting from these agreements would not have a material adverse effect on the business, financial position, results of operations, or cash flows of the Company.

Legal Matters

The Company is a party to various legal proceedings and claims which arise in the ordinary course of business. The Company records a liability when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the reasonably possible loss. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Legal costs are expensed as incurred. Although claims are inherently unpredictable, the Company is not aware of any matters that may have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows. The Company has recorded $7.7 million and $7.7 million as a loss contingency for legal settlements within accrued expenses and other current liabilities in its unaudited condensed consolidated balance sheets as of March 30, 2025, and December 29, 2024, respectively.

SolarPark Litigation

In January 2023, SolarPark Korea Co., LTD (“SolarPark”) demanded approximately $80.0 million during discussions between the Company and SolarPark. In February 2023, the Company submitted its statement of claim seeking approximately $26.4 million in damages against SolarPark. The ultimate outcome of this arbitration is currently unknown and could result in a material liability to the Company. However, the Company believes that the allegations lack merit and intends to vigorously defend all claims asserted. No liability has been recorded in the Company’s unaudited condensed consolidated financial statements as the likelihood of a loss is not probable at this time.

On March 16, 2023, SolarPark filed a complaint against Solaria and the Company in the U.S. District Court for the Northern District of California (“the court”). The complaint alleges a civil conspiracy involving misappropriation of trade secrets, defamation, tortious interference with contractual relations, inducement to breach of contract, and violation of California’s Unfair Competition Law. The complaint indicates that SolarPark has suffered in excess of $220.0 million in damages.

On May 11, 2023, SolarPark filed a motion for preliminary injunction to seek an order restraining the Company from using or disclosing SolarPark’s trade secrets, making or selling shingled modules other than those produced by SolarPark, and from soliciting solar module manufacturers to produce shingled modules using Solaria’s shingled patents. On May 18, 2023, the Company responded by filing a motion for partial dismissal and stay. On June 1, 2023, SolarPark filed an opposition to the Company’s motion for dismissal and stay and a reply in support of their motion for preliminary injunction. On June 8, 2023, the Company replied in support of its motion for partial dismissal and stay. On July 11, 2023, the court conducted a hearing to consider SolarPark’s and the Company’s respective motions. On August 3, 2023, the court issued a ruling, which granted the preliminary injunction motion with respect to any purported misappropriation of SolarPark’s trade secrets. The court’s ruling does not prohibit the Company from producing shingled modules or from utilizing its own patents for the manufacture of shingled modules. The court denied SolarPark’s motion seeking a defamation injunction. The court denied the Company’s motion to dismiss and granted the Company’s motion to stay the entire litigation pending the arbitration in Singapore. On September 1, 2023, the Company filed a Limited Notice of Appeal to appeal the August 2023 order granting SolarPark’s motion for preliminary injunction. On September 26, 2023, Solaria filed a Notice of Withdrawal of Appeal and will not appeal the Court’s Preliminary Injunction Order. Between August 2023 and March 2024, the parties were engaged in discovery negotiations and the Company produced documents to SolarPark. The Company produced its last set of documents on March 14, 2024. Since then, SolarPark has been reviewing the documents, and the case has remained stayed.

No liability has been recorded in the Company’s unaudited condensed consolidated financial statements as the likelihood of a loss is not probable at this time.

Siemens Litigation

On July 22, 2021, Siemens Government Technologies, Inc. (“Siemens Government Technologies”) filed a lawsuit against Solaria Corporation in Fairfax Circuit Court (the “Court”) in Fairfax, Virginia. On July 27, 2023, Siemens Government Technologies, moved to amend the complaint to add Siemens Industry Inc. as a co-plaintiff. This motion was granted on August 25, 2023. On October 23, 2023, Siemens Government Technologies and Siemens Industry Inc. (collectively, “Siemens”) and Solaria Corporation stipulated to add Solar CA, LLC as a co-defendant. Solaria Corporation and Solar CA, LLC (collectively, the “Subsidiaries”) are both wholly-owned subsidiaries of the Company. In the lawsuit, Siemens alleged that the Subsidiaries breached express and implied warranties under a purchase order that Siemens placed with the Subsidiaries for a solar module system. Siemens claimed damages of approximately $6.9 million, inclusive of amounts of the Subsidiaries’ indemnity obligations to Siemens, plus attorneys’ fees.

On February 22, 2024, the Court issued an order against the Subsidiaries which awarded Siemens approximately $6.9 million, inclusive of the amounts of the Subsidiaries’ indemnity obligations to Siemens, plus attorneys’ fees, the amount of which would be determined at a later hearing. On March 15, 2024, Siemens filed a motion seeking to recover $2.67 million for attorneys’ fees, expenses, and pre-and post-judgment interest. The Company opposed Siemens’ motion for attorneys’ fees, expenses, and pre- and post-judgment interest on April 5, 2024. On June 17, 2024, the Court entered a final order which awarded Siemens a total of $2.0 million in attorneys’ fees and costs. The Company has appealed these judgments.

In addition to the above, on August 19, 2024, Siemens applied for the enforcement to a sister state judgment in the Superior Court of Alameda, California and the court entered a judgement in favor of Siemens. On December 9, 2024, Siemens moved to amend the judgment to add the Company. as a judgement debtor. The subsidiaries opposed the Siemens motion. The court heard the motion by submission on April 3, 2025, but has not yet issued a ruling.

The Company recognized $6.9 million as a legal loss related to this litigation in 2023 which amount is included in the $7.7 million identified above, and this liability is recorded within accrued expenses and other current liabilities in the accompanying unaudited condensed consolidated balance sheets as of March 30, 2025, and December 29, 2024.

The Company recorded an additional expense of $2.0 million within discontinued operations in its unaudited condensed consolidated statement of operations and comprehensive (loss) in the thirteen week period ended June 29, 2024, for attorneys’ fees, expenses, and pre-judgment interest, and this liability is recorded within accrued expenses and other current liabilities in the accompanying unaudited condensed consolidated balance sheets as of March 30, 2025, and December 29, 2024.

Letters of Credit

The Company had $3.5 million of outstanding letters of credit related to normal business transactions as of March 30, 2025, and December 29, 2024. These agreements require the Company to maintain specified amounts of cash as collateral in segregated accounts to support the letters of credit issued thereunder. As discussed in Note 3 – Basis of Presentation and Summary of Significant Accounting Policies, the cash collateral in these restricted cash accounts was $3.8 million as of March 30, 2025, and December 29, 2024, respectively.

Business Combination (Tables)

3 Months Ended

Mar. 30, 2025

Business Combination [Abstract]

Schedule of Provisional Fair Value of Identifiable Assets Acquired and Liabilities Assumed

The following table summarizes the provisional fair value of identifiable assets acquired and liabilities assumed (in thousands):

Net assets acquired:
Cash	$	1,000
Accounts receivable		11,999
Contract assets		4,615
Inventories		27,706
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		18,100
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		36,024
Consideration transferred	$	54,500
Goodwill recognized	$	18,476

Other Intangible Assets

3 Months Ended

Mar. 30, 2025

Other Intangible Assets [Abstract]

Other Intangible Assets

(6) Other Intangible Assets

The Company’s other intangible assets were acquired in connection with the SunPower Acquisition on September 30, 2024. The following table represents the Company’s other intangible assets with finite useful lives as of March 30, 2025, and December 29, 2024 (in thousands):

As of March 30, 2025	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Trademark – Blue Raven Solar	$	8,400	$	(420	)	$	7,980
Trademark – SunPower		5,200		(260	)		4,940
Developed technology		4,500		(750	)		3,750
Total	$	18,100	$	(1,430	)	$	16,670

As of December 29, 2024	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Trademark – Blue Raven Solar	$	8,400	$	(210	)	$	8,190
Trademark – SunPower		5,200		(130	)		5,070
Developed technology		4,500		(375	)		4,125
Total	$	18,100	$	(715	)	$	17,385

Aggregate amortization expense for intangible assets was $0.7 million and zero for the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively. Amortization expense is recognized within cost of revenues and general and administrative expenses in the accompany unaudited condensed consolidated statements of operations and comprehensive income (loss).

Other Income, Net - Schedule of Other Income, Net (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 30, 2025

Mar. 31, 2024

Schedule of Other Income, Net [Abstract]

Gain on remeasurement of derivative liabilities

^[1]

$ 15,127

Change in fair value of forward purchase agreement liabilities

^[2]

269

(5,578)

Change in fair value of SAFE Agreement with related party

(20)

Change in fair value of FACT public, private placement and working capital warrants

(1,092)

(489)

Change in fair value of Carlyle Warrants with related party

6,429

Change in fair value of redeemable convertible preferred stock warrant liability

1,305

Other, net

^[3]

292

(148)

Total Other income, net

$ 14,576

$ 1,519

[1]	Includes a gain of $3.7 million on the change in the fair value of derivative liabilities with related parties in the thirteen weeks ended March 30, 2025. Refer to Note 11 – Borrowings and Derivative Liabilities for details.
[2]	Includes income of $0.1 million and expense of $4.7 million due to related parties for the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.
[3]	Includes $0.1 million and zero of income due to related parties in the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.

Basic and Diluted Net Income (Loss) Per Share - Schedule of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 30, 2025	Mar. 31, 2024
Schedule of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders [Line Items]
Net income (loss) - basic (in Dollars)	$ 4,812	$ (9,588)
Net income (loss) - diluted (in Dollars)	1,694	(9,588)
Numerator for diluted income (loss) per share
Net income (loss) - basic (in Dollars)	4,812	(9,588)
Net income (loss) - diluted (in Dollars)	$ 1,694	$ (9,588)
Weighted average shares:
Denominator for basic income (loss) per share	80,209,585	49,077,330
Denominator for diluted income (loss) per share	112,302,063	49,077,330
Net income (loss) per share:
Net income (loss) – basic (in Dollars per share)	$ 0.06	$ (0.2)
Net income (loss) – diluted (in Dollars per share)	$ 0.02	$ (0.2)
July 2024 Notes derivative liability and interest expense, net of tax [Member]
Schedule of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders [Line Items]
Net income (loss) - diluted (in Dollars)	$ (3,138)
Numerator for diluted income (loss) per share
Net income (loss) - diluted (in Dollars)	(3,138)
Third SAFE [Member]
Schedule of Basic and Diluted Net Income (Loss) Per Share Attributable to Common Stockholders [Line Items]
Net income (loss) - diluted (in Dollars)	20
Numerator for diluted income (loss) per share
Net income (loss) - diluted (in Dollars)	$ 20
Weighted average shares:
Denominator for diluted income (loss) per share	2,750,000
July 2024 Notes Derivative Liability [Member]
Weighted average shares:
Denominator for diluted income (loss) per share	27,364,717
Stock options and RSUs [Member]
Weighted average shares:
Denominator for diluted income (loss) per share	1,489,794
Warrant [Member]
Weighted average shares:
Denominator for diluted income (loss) per share	487,967

Segment Information - Schedule of Financial Performance through Reportable Segments (Details) - Reportable Segment [Member] - USD ($)
$ in Thousands

3 Months Ended

Mar. 30, 2025

Mar. 31, 2024

Schedule of Financial Performance through Reportable Segments [Line Items]

Operating revenues

$ 78,413

$ 10,040

Less:

Operating (loss) income

(3,726)

(7,544)

Reconciliation of segment income before income taxes:

(6,041)

(3,568)

Other income (expense), net

14,576

1,519

Gain on troubled debt restructuring

Residential Solar Installation [Member]

4,812

(9,587)

Schedule of Financial Performance through Reportable Segments [Line Items]

Operating revenues

36,504

10,040

Less:

22,615

^[1]

7,757

6,667

3,116

8,522

1,618

Reconciliation of segment income before income taxes:

10,440

^[2]

5,093

^[3]

Operating (loss) income

(11,740)

(7,544)

Other income (expense), net

Gain on troubled debt restructuring

New Homes Business [Member]

Schedule of Financial Performance through Reportable Segments [Line Items]

Operating revenues

41,909

Less:

28,422

^[1]

1,017

Reconciliation of segment income before income taxes:

4,456

^[2]

^[3]

Operating (loss) income

8,014

Other income (expense), net

Gain on troubled debt restructuring

[1]	For the thirteen weeks ended March 30, 2025, depreciation and amortization expense was $0.4 million for the Residential Solar Installation reportable segments.
[2]	For the thirteen weeks ended March 30, 2025, depreciation and amortization expense was $1.0 million and $0.2 million for the Residential Solar Installation and New Homes Business reportable segments, respectively.
[3]	For the thirteen weeks ended March 31, 2024, depreciation and amortization expense was $0.4 million for the Residential Solar Installation reportable segment.

Summary of Significant Accounting Policies - Schedule of Revenue Recognized (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2025	Mar. 31, 2024
Schedule of Revenue Recognized [Line Items]
Total revenue	$ 78,413	$ 10,040
Total revenue recognized over time	51,970	10,040
Total revenue recognized at a point in time	26,443
Residential Solar Installations [Member]
Schedule of Revenue Recognized [Line Items]
Total revenue	36,504	10,040
Residential Solar Installations [Member] \| Revenue Recognized Over Time [Member]
Schedule of Revenue Recognized [Line Items]
Total revenue	36,504	10,040
Residential Solar Installations [Member] \| Revenue Recognized at a Point in Time [Member]
Schedule of Revenue Recognized [Line Items]
Total revenue
New Homes Business [Member]
Schedule of Revenue Recognized [Line Items]
Total revenue	41,909
New Homes Business [Member] \| Revenue Recognized Over Time [Member]
Schedule of Revenue Recognized [Line Items]
Total revenue	15,466
New Homes Business [Member] \| Revenue Recognized at a Point in Time [Member]
Schedule of Revenue Recognized [Line Items]
Total revenue	$ 26,443

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Common Stock - Schedule of Reserved Shares of Common Stock (Details) - shares	Mar. 30, 2025	Dec. 29, 2024
Schedule of Reserved Shares of Common Stock [Abstract]
Common stock warrants	25,670,265	31,670,265
Employee stock purchase plan	2,628,996	2,628,996
Stock options and RSUs, issued and outstanding	9,490,800	11,979,368
Stock options and RSUs, authorized for future issuance	4,929,200	2,577,895
SAFE Agreement	2,750,000	2,750,000
Forward purchase agreements	6,720,000	6,720,000
Convertible notes	58,579,636	58,579,636
Total shares reserved	110,768,897	116,906,160

Business Combination - Schedule of Provisional Fair Value of Identifiable Assets Acquired and Liabilities Assumed (Details) $ in Thousands	Mar. 30, 2025 USD ($)
Net assets acquired:
Cash	$ 1,000
Accounts receivable	11,999
Contract assets	4,615
Inventories	27,706
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	18,100
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	36,024
Consideration transferred	54,500
Goodwill recognized	$ 18,476

Fair Value Measurements (Details) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Millions	Mar. 30, 2025	Mar. 30, 2025	Dec. 29, 2024
Fair Value Measurements [Line Items]
Amount of capitalized interest	$ 13.5		$ 13.6
SAFE Agreement [Member]
Fair Value Measurements [Line Items]
Conversion probability of percentage		50.00%
Discount rate of conversion			50.00%
Related Party [Member]
Fair Value Measurements [Line Items]
Due to related parties	$ 1.2	$ 1.2	$ 1.3

Amount of liabilities classified as other.

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Cash and cash equivalents

Unaudited Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands

Mar. 30, 2025

Dec. 29, 2024

Current assets:

$ 10,553

$ 13,378

24,978

25,842

10,724

22,110

12,619

8,206

37,345

26,066

Property and equipment, net

96,219

95,602

Restricted cash

3,841

4,625

5,493

Operating lease right-of-use assets

2,753

3,041

614

628

Goodwill

18,476

Intangible assets, net

16,670

17,385

Total assets

143,198

144,466

14,876

7,980

^[1]

50,931

56,081

1,500

Notes payable, current

2,786

Forward purchase agreement liabilities

13,101

10,003

2,050

2,220

Warranty provision, noncurrent

86,824

79,442

3,437

Warrant liability

2,653

1,561

Contract liabilities, noncurrent

884

918

Notes payable and derivative liabilities

81,610

92,638

Other long-term liabilities

8,039

8,553

Operating lease liabilities, net of current portion

1,887

2,263

Commitments and contingencies (Note 14)

235,339

242,005

Stockholders’ (deficit):

Common stock, $0.0001 par value; Authorized 1,000,000,000 shares as of March 30, 2025, and December 29, 2024; issued and outstanding 79,920,836 and 73,784,645 shares as of March 30, 2025, and December 29, 2024, respectively.

Additional paid-in capital

314,247

313,661

Accumulated other comprehensive loss

165

Total stockholders’ (deficit)

(406,567)

(411,379)

(92,141)

(97,539)

143,198

144,466

Related Party

SAFE Agreement with related party

1,500

404

384

Forward purchase agreement liabilities with related parties

1,176

1,274

Notes payable and derivative liabilities with related parties, net of current portion

$ 50,005

$ 53,193

[1]	Includes accrued interest due to related parties of $2.1 million and $2.2 million as of March 30, 2025, and December 29, 2024, respectively.

Fair Value Measurements - Schedule of Measured at Fair Value (Details)	Mar. 30, 2025	Dec. 29, 2024
Expected term [Member] \| Private Placement and Working Capital Warrants [Member]
Schedule of Measured at Fair Value [Line Items]
Derivative liability, measurement inputs	3.31	3.56
Expected volatility [Member] \| Private Placement and Working Capital Warrants [Member]
Schedule of Measured at Fair Value [Line Items]
Derivative liability, measurement inputs	110.8	68.1
Expected volatility [Member] \| Forward Purchase Agreement Liabilities [Member]
Schedule of Measured at Fair Value [Line Items]
Derivative liability, measurement inputs	54.8	117
Risk-free rate [Member] \| Private Placement and Working Capital Warrants [Member]
Schedule of Measured at Fair Value [Line Items]
Derivative liability, measurement inputs	3.92	4.39
Risk-free rate [Member] \| Forward Purchase Agreement Liabilities [Member]
Schedule of Measured at Fair Value [Line Items]
Derivative liability, measurement inputs	4.31	4.28
Expected dividend yield [Member] \| Private Placement and Working Capital Warrants [Member]
Schedule of Measured at Fair Value [Line Items]
Derivative liability, measurement inputs	0	0
VWAP [Member] \| Forward Purchase Agreement Liabilities [Member]
Schedule of Measured at Fair Value [Line Items]
Derivative liability, measurement inputs	1.5	1.78
Simulation period [Member] \| Forward Purchase Agreement Liabilities [Member]
Schedule of Measured at Fair Value [Line Items]
Derivative liability, measurement inputs	0.3	0.55

Warrants - Schedule of Liability-Classified Warrants (Details) - USD ($) $ in Thousands	Mar. 30, 2025	Dec. 29, 2024
Schedule of Liability-Classified Warrants [Line Items]
Warrant liability	$ 2,653	$ 1,561
Public warrants [Member]
Schedule of Liability-Classified Warrants [Line Items]
Warrant liability	1,466	862
Private placements warrants [Member]
Schedule of Liability-Classified Warrants [Line Items]
Warrant liability	1,065	627
Working capital warrants [Member]
Schedule of Liability-Classified Warrants [Line Items]
Warrant liability	$ 122	$ 72

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5

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-SubTopic 320
-Name Accounting Standards Codification
-Section S99
-Paragraph 5A
-Subparagraph (SX 210.12-13A(Column E))
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-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-5A

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-Name Accounting Standards Codification
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Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
$ in Thousands

3 Months Ended

Mar. 30, 2025

Mar. 31, 2024

Income Statement [Abstract]

$ 78,413

$ 10,040

^[1]

51,037

7,757

27,376

2,283

7,684

3,116

8,522

1,618

14,896

5,093

31,102

9,827

Loss from operations

(3,726)

(7,544)

^[2]

(6,041)

(3,568)

^[3]

14,576

1,519

Income (loss) before income taxes

8,538

(2,043)

4,812

(9,587)

(1)

Foreign currency translation adjustment

4,812

(9,588)

Other Comprehensive income (loss)

(45)

Comprehensive income (loss) (net of tax)

$ 4,812

$ (9,633)

Net income (loss) per share attributable to common stockholders

$ 0.06

$ (0.2)

Weighted-average shares used to compute net income (loss) per share attributable to common stockholders

$ 0.02

$ (0.2)

80,209,585

49,077,330

112,302,063

49,077,330

[1]	Includes, cost of revenues $0.2 million with a related party in the thirteen weeks ended March 30, 2025. There were no related party amounts included the thirteen weeks ended March 31, 2024. Refer to Note 18 – Related Party Transactions for details.
[2]	Includes related party interest expense and amortization of debt issuance costs of $1.4 million and $2.7 million in the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.
[3]	Includes a gain of $3.7 million on the change in the fair value of derivative liabilities with related parties in the thirteen weeks ended March 30, 2025. Refer to Note 11 – Borrowings and Derivative Liabilities for details. Includes income of $0.1 million and expense of $4.7 million due to related parties relating to the change in the fair value of forward purchase agreements for the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively. Includes $0.1 million and zero of income due to related parties other income, net in the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.

Common Stock

3 Months Ended

Mar. 30, 2025

Common Stock [Abstract]

Common Stock

(9) Common Stock

The Company has authorized the issuance of 1,000,000,000 shares of common stock and 10,000,000 shares of preferred stock as of March 30, 2025. No preferred stock has been issued and none are outstanding as of March 30, 2025.

Common Stock Purchase Agreements

On July 16, 2024, the Company entered into a common stock purchase agreement with White Lion Capital, LLC (“White Lion”), as amended on July 24, 2024 (“White Lion SPA”), and a related registration rights agreement for an equity line of credit financing facility. Pursuant to the White Lion SPA, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time up to $30 million in aggregate gross purchase price of newly issued shares of the Company’s common stock, subject to the caps and certain limitations and conditions set forth in the White Lion SPA, including terms that restrict the ability of the Company to issue shares of common stock to White Lion that would result in White Lion beneficially owning more than 9.99% of the Company’s outstanding common stock.

On August 14, 2024, the Company entered into Amendment No. 2 to the White Lion SPA (collectively with the White Lion SPA “White Lion Amended SPA”). The White Lion Amended SPA provides that the Company may notify White Lion to exercise the Company’s right to sell shares of its common stock by delivering an Hour Rapid Purchase Notice. If the Company delivers an Hour Rapid Purchase Notice, the Company shall deliver to White Lion shares of common stock not to exceed the lesser of (i) five percent of the Average Daily Trading Volume on the date of an Hour Rapid Purchase Notice and (ii) 100,000 shares of common stock. The closing of the transactions under an Hour Rapid Purchase Notice will occur one Business Day following the date on which the Hour Rapid Purchase Notice is delivered. At such closing, White Lion will pay the Company the Hour Rapid Purchase Investment Amount equal to the number of shares of common stock subject to the applicable Hour Rapid Purchase Notice multiplied by the lowest traded price of the Company’s common stock during the one-hour period following White Lion’s consent to the acceptance of the applicable Hour Rapid Purchase Notice. Under the White Lion Amended SPA, the Company did not issue any shares of common stock in the thirteen week periods ended March 30, 2025, and March 31, 2024.

The Company has reserved shares of common stock for issuance related to the following:

	As of
	March 30,		December 29
	2025		2024
Common stock warrants		25,670,265		31,670,265
Employee stock purchase plan		2,628,996		2,628,996
Stock options and RSUs, issued and outstanding		9,490,800		11,979,368
Stock options and RSUs, authorized for future issuance		4,929,200		2,577,895
SAFE Agreement		2,750,000		2,750,000
Forward purchase agreements		6,720,000		6,720,000
Convertible notes		58,579,636		58,579,636
Total shares reserved		110,768,897		116,906,160

The entire disclosure for equity.

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Accrued Expenses and Other Current Liabilities [Abstract]

Stock-Based Compensation (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
Stock-Based Compensation (Details) - USD ($) $ in Thousands	Jul. 31, 2023	Mar. 30, 2025	Mar. 30, 2025	Mar. 31, 2024
Stock-Based Compensation [Line Items]
Stock-based compensation costs		$ 469		$ 1,341
Weighted-average period			4 years 4 months 24 days
Equity Option [Member]
Stock-Based Compensation [Line Items]
Stock-based compensation costs			$ 2,700
Weighted-average period		4 years 10 months 17 days
Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation [Line Items]
Stock-based compensation costs			$ 700
Weighted-average period			3 years 3 months 18 days
2023 Incentive Equity Plan [Member]
Stock-Based Compensation [Line Items]
Shares issued under plan	8,763,322
Percentage of common stock outstanding	4.00%
ISOs under the 2023 Plan [Member]
Stock-Based Compensation [Line Items]
Shares issued under plan	26,289,966

Commitments and Contingencies - Schedule of Warranty Provision (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2025	Mar. 31, 2024	Dec. 29, 2024
Schedule of Warranty Provision [Abstract]
Warranty provision, beginning of period	$ 5,968	$ 4,849
Accruals for new warranties issued	526	265
Settlements	(38)	(250)
Warranty provision, end of period	6,456	4,864
Warranty provision, current	3,019	1,448
Warranty provision, noncurrent	$ 3,437	$ 3,416	$ 3,437

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 30, 2025

Accrued Expenses and Other Current Liabilities

(7) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

	As of
	March 30,		December 29,
	2025		2024
	(As Restated)
Accrued compensation and benefits	$	7,406	$	6,619
Professional fees		7,629		8,028
Accrued legal settlements		7,700		7,700
Accrued rebates and credits		7,194		7,641
Deferred financing fees		4,674		4,674
Accrued interest ⁽¹⁾		5,543		4,523
Other accrued liabilities ⁽²⁾		10,785		16,896
Total accrued expenses and other current liabilities	$	50,931	$	56,081

⁽¹⁾	Includes related party accrued interest of $2.1 million and $2.2 million at March 30, 2025, and December 29, 2024, respectively.

⁽²⁾	No individual items exceed 5% of total current liabilities.

Basic and Diluted Net Income (Loss) Per Share

3 Months Ended

Mar. 30, 2025

Basic and Diluted Net Income (Loss) Per Share [Abstract]

Basic and Diluted Net Income (Loss) Per Share

(16) Basic and Diluted Net Income (Loss) Per Share

The Company uses the two-class method to calculate net income (loss) per share. No dividends were declared or paid for the in the thirteen week periods ended March 30, 2025, and March 31, 2024.

	Thirteen Weeks Ended
	March 30,			March 31,
	2025			2024
	(As Restated)
Numerator for basic income (loss) per share:
Net income (loss) - basic	$	4,812		$	(9,588	)
Numerator for diluted income (loss) per share
July 2024 Notes derivative liability and interest expense, net of tax		(3,138	)		—
Third SAFE		20			—
Net income (loss) - diluted	$	1,694		$	(9,588	)
Denominator:
Weighted average shares:
Denominator for basic income (loss) per share		80,209,585			49,077,330
Effect of dilutive securities:
July 2024 Notes derivative liability		27,364,717			—
Third SAFE		2,750,000			—
Stock options and RSUs		1,489,794			—
Warrants		487,967			—
Denominator for diluted income (loss) per share		112,302,063			49,077,330
Net income (loss) per share:
Net income (loss) – basic	$	0.06		$	(0.20	)

Net income (loss) – diluted	$	0.02		$	(0.20	)

The Company’s calculation of the weighted average shares outstanding is inclusive of 236,196 warrants with an insignificant exercise price (which assumes that the warrants were outstanding as of the beginning of the period or the date of the grant, whichever is earlier) for the thirteen weeks ended March 30, 2025. The computation of diluted net loss per share attributable to common stockholders is inclusive of the impact of the Third SAFE using the if-converted method for the thirteen weeks ended March 30, 2025.

	As of
	March 30,		March 31,
	2025		2024
	(As Restated)
Common stock warrants		—		23,024,556
Convertible notes		37,333,318		—
Stock options and RSUs issued and outstanding		—		11,436,369
Potential common shares excluded from diluted net income (loss) per share		37,333,318		34,460,925

Other Intangible Assets - Schedule of Other Intangible Assets with Finite Useful Lives (Details) - USD ($) $ in Thousands	Mar. 30, 2025	Dec. 29, 2024
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 18,100	$ 18,100
Accumulated Amortization	(1,430)	(715)
Net Book Value	16,670	17,385
Trademark – Blue Raven Solar [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,400	8,400
Accumulated Amortization	(420)	(210)
Net Book Value	7,980	8,190
Trademark – SunPower [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,200	5,200
Accumulated Amortization	(260)	(130)
Net Book Value	4,940	5,070
Developed Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,500	4,500
Accumulated Amortization	(750)	(375)
Net Book Value	$ 3,750	$ 4,125

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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-Topic 926
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147483154/926-20-50-5

Borrowings and Derivative Liabilities [Abstract]

Borrowings and Derivative Liabilities (Tables)

3 Months Ended

Mar. 30, 2025

Schedule of Borrowings and Derivative Liabilities

The Company’s borrowings and derivative liabilities consisted of the following (in thousands):

	As of
	March 30,			December 29,
	2025			2024
	(As Restated)
July 2024 Notes	$	17,972		$	17,965
July 2024 Notes derivative liability		11,885			13,563
July 2024 Notes – related parties		24,779			24,632
July 2024 derivative liability – related parties		18,514			21,127
September 2024 Notes		8,643			5,636
September 2024 Notes derivative liability		45,920			55,474
September 2024 Notes – related party		1,012			476
September 2024 Notes – derivative liability – related party		5,676			6,958
Revolver Loan		1,500			1,500
Total Notes payable		135,901			147,331
Less amounts classified as current		(4,286	)		(1,500	)
Notes payable and convertible notes, net of current portion	$	131,615		$	145,831

Schedule of Fair Value of the Derivative Liability

The carrying amount of the convertible July 2024 Notes, excluding the fair value of the derivative liability was as follows (in thousands):

	As of
	March 30,			December 29,
	2025			2024
	(As Restated)
July 2024 Notes	$	70,190		$	70,348
Less Unamortized debt discount		(27,439	)		(27,751	)
Total carrying amount of July 2024 Notes	$	42,751		$	42,597

The carrying amount of the convertible September 2024 Notes, inclusive of the fair value of the derivative liability was as follows (in thousands):

	As of
	March 30,			December 29,
	2025			2024
	(As Restated)
September 2024 Notes	$	80,000		$	79,800
Less Unamortized debt discount		(70,345	)		(73,688	)
Total carrying amount of September 2024 Notes	$	9,655		$	6,112

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 30, 2025

Accrued Expenses and Other Current Liabilities [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):

	As of
	March 30,		December 29,
	2025		2024
	(As Restated)
Accrued compensation and benefits	$	7,406	$	6,619
Professional fees		7,629		8,028
Accrued legal settlements		7,700		7,700
Accrued rebates and credits		7,194		7,641
Deferred financing fees		4,674		4,674
Accrued interest ⁽¹⁾		5,543		4,523
Other accrued liabilities ⁽²⁾		10,785		16,896
Total accrued expenses and other current liabilities	$	50,931	$	56,081

⁽¹⁾	Includes related party accrued interest of $2.1 million and $2.2 million at March 30, 2025, and December 29, 2024, respectively.

⁽²⁾	No individual items exceed 5% of total current liabilities.

Stock-Based Compensation - Schedule of Stock Option Activity (Details) - Stock Option [Member]		3 Months Ended
	Dec. 29, 2024 USD ($) $ / shares shares	Mar. 30, 2025 USD ($) $ / shares shares
Schedule of Stock Option Activity [Line Items]
Number of Shares, outstanding \| shares	9,997,233	7,759,167
Weighted Average Exercise Price per Share, outstanding \| $ / shares	$ 2.77	$ 2.54
Weighted Average Contractual Term (Years), outstanding	5 years 3 months 14 days	4 years 10 months 17 days
Aggregate Intrinsic Value, outstanding \| $	$ 6,356	$ 3,764,000
Number of Shares, Vested and expected to vest \| shares		7,759,167
Weighted Average Exercise Price per Share, Vested and expected to vest \| $ / shares		$ 2.54
Weighted Average Contractual Term (Years), Vested and expected to vest		4 years 10 months 17 days
Aggregate Intrinsic Value, Vested and expected to vest \| $		$ 3,764,000
Number of Shares, Vested and exercisable \| shares		3,767,004
Weighted Average Exercise Price per Share, Vested and exercisable \| $ / shares		$ 4.73
Weighted Average Contractual Term (Years), Vested and exercisable		3 years 6 months 10 days
Aggregate Intrinsic Value , Vested and exercisable \| $		$ 1,763,000
Number of Shares, Options exercised \| shares		(43,793)
Weighted Average Exercise Price per Share, Options exercised \| $ / shares		$ 0.99
Aggregate Intrinsic Value, Options exercised \| $		$ 39,000
Number of Shares, Options canceled \| shares		(2,194,273)
Weighted Average Exercise Price per Share, Options canceled \| $ / shares		$ 3.58

Other Intangible Assets (Details) - USD ($) $ in Millions	3 Months Ended
Other Intangible Assets (Details) - USD ($) $ in Millions	Mar. 30, 2025	Mar. 30, 2024
Other Intangible Assets [Abstract]
Aggregate amortization expense for intangible assets	$ 0.7	$ 0.0

The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets.

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 30, 2025	Mar. 31, 2024
Income Taxes [Abstract]
Income tax expense		$ 1

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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Fair Value Measurements

3 Months Ended

Mar. 30, 2025

Fair Value Measurements [Abstract]

Fair Value Measurements

(5) Fair Value Measurements

The following table sets forth the Company’s financial assets and liabilities that are measured at fair value, on a recurring basis (in thousands):

	As of March 30, 2025
	Level 1		Level 2		Level 3		Total
	(As Restated)
Financial Assets
Restricted cash	$	3,841	$	—	$	—	$	3,841
Total	$	3,841	$	—	$	—	$	3,841
Financial Liabilities
July 2024 Notes derivative liability	$	—	$	—	$	11,885	$	11,885
July 2024 Notes derivative liability – related parties		—		—		18,514		18,514
September 2024 derivative liability		—		—		45,920		45,920
September 2024 derivative liability - related parties		—		—		5,676		5,676
Forward purchase agreement liabilities ⁽¹⁾		—		—		3,226		3,226
Public warrants		1,466		—		—		1,466
Private placement warrants		—		—		1,065		1,065
Working capital warrants		—		—		122		122
SAFE Agreement with related party		—		—		404		404
Total	$	1,466	$	—	$	86,812	$	88,278

	As of December 29, 2024
	Level 1		Level 2		Level 3		Total
Financial Assets
Restricted cash	$	3,841	$	—	$	—	$	3,841
Total	$	3,841	$	—	$	—	$	3,841
Financial Liabilities
July 2024 Notes derivative liability	$	—	$	—	$	13,563	$	13,563
July 2024 Notes derivative liability – related parties		—		—		21,127		21,127
September 2024 Notes derivative liability		—		—		55,474		55,474
September 2024 Notes derivative liability – related parties		—		—		6,958		6,958
Forward purchase agreement liabilities ⁽¹⁾		—		—		3,494		3,494
Public warrants		862		—		—		862
Private placement warrants		—		—		627		627
Working capital warrants		—		—		72		72
SAFE Agreement with related party		—		—		384		384
Total	$	862	$	—	$	101,699	$	102,561

⁽¹⁾	Includes $1.2 million and $1.3 million due to related parties as of March 30, 2025, and December 29, 2024, respectively.

Subsequent to issuance, changes in the fair value of the derivative liabilities, liability classified warrants, forward purchase agreements and SAFEs are recorded within other income, net in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss).

Derivative liabilities

The Company issued derivative liabilities in conjunction with the issuance of certain convertible notes in July 2024 and September 2024 (refer to Note 11 – Borrowings and Derivative Liabilities). The Company valued the derivative liabilities as of March 30, 2025, and December 29, 2024 using a binomial lattice model, which includes level 3 unobservable inputs. The key inputs used were dividend yield, the Company’s common stock price, volatility, risk-free rate and the expected term of the derivative liabilities.

The July 2024 Notes derivative liability valuation included the following inputs:

	As of
		March 30, 2025			December 29, 2024
Coupon rate		12.0	%		12.0	%
Conversion rate		595.24			595.24
Conversion price	$	1.68		$	1.68
Common stock price	$	1.54		$	1.81
Dividend yield		0.0	%		0.0	%

The September 2024 Notes derivative liability valuation included the following inputs:

	As of
		March 30, 2025			December 29, 2024
Coupon rate		7.0	%		7.0	%
Conversion rate		467.84			467.84
Conversion price	$	2.14		$	2.14
Common stock price	$	1.54		$	1.81
Dividend yield		0.0	%		0.0	%

Public Warrants

The public warrants are measured at fair value on a recurring basis. The public warrants were valued based on the closing price of the publicly traded instrument and therefore are considered a Level 1 instrument in the fair value hierarchy.

Private Placement and Working Capital Warrants

The private placement and working capital warrants are measured at fair value. The Company valued the private placement and working capital warrants, based on a Black-Scholes Option Pricing Method, which included the following inputs:

	As of
	March 30,			December 29,
		2025			2024
Expected term		3.31 years			3.56 years
Expected volatility		110.8	%		68.1	%
Risk-free rate		3.92	%		4.39	%
Expected dividend yield		0.00	%		0.00	%

Forward Purchase Agreement Liabilities

	As of
	March 30,			December 29,
	2025			2024
VWAP	$	1.50		$	1.78
Simulation period		0.3 years			0.55 years
Risk-free rate		4.31	%		4.28	%
Volatility		54.8	%		117	%

SAFE Agreement with related party

The SAFE Agreement was valued based on a conversion probability of 50% based on historical SAFE agreements and a 50% discount rate at the time of conversion as of March 30, 2025, and December 29, 2024.

Financial Liabilities Not Measured at Fair Value:

The following table sets forth the Company’s financial liabilities that were not measured at fair value, on a non-recurring basis (in thousands):

	As of March 30, 2025
	Principal amount ⁽¹⁾		Unamortized debt discount and debt issuance costs			Net carrying amount excluding capitalized interest ⁽¹⁾		Fair value
	(As Restated)
12.0% senior unsecured convertible notes
July 2024 Notes	$	22,763	$	(10,761	)	$	12,002	$	20,333
July 2024 Notes – related parties		33,969		(16,678	)		17,291		31,677
Subtotal July 2024 Notes		56,732		(27,439	)		29,293		52,010

7.0% senior unsecured convertible notes
September 2024 Notes		71,250		(62,607	)		8,643		68,347
September 2024 Notes – related parties		8,750		(7,738	)		1,012		8,394
Subtotal September 2024 Notes		80,000		(70,345	)		9,655		76,741
Total (As Restated)	$	136,732	$	(97,784	)	$	38,948	$	128,751

	As of December 29, 2024
	Principal amount ⁽¹⁾		Unamortized debt discount and debt issuance costs			Net carrying amount excluding capitalized interest ⁽¹⁾		Fair value
12.0% senior unsecured convertible notes
July 2024 Notes	$	22,765	$	(10,874	)	$	11,891	$	21,390
July 2024 Notes – related parties		33,969		(16,877	)		17,092		33,323
Subtotal July 2024 Notes		56,734		(27,751	)		28,983		54,713

7.0% senior unsecured convertible notes
September 2024 Notes		71,800		(66,164	)		5,636		77,245
September 2024 Notes – related parties		8,000		(7,524	)		476		8,583
Subtotal September 2024 Notes		79,800		(73,688	)		6,112		85,828
Total	$	136,534	$	(101,439	)	$	35,095	$	140,541

(1)	Excludes capitalized interest (coupon interest, default interest and failure to file interest) of $13.5 million and $13.6 million as of March 30, 2025, and December 29, 2024, respectively, included in the July 2024 Notes.

As of March 30, 2025, and December 29, 2024, the July 2024 Notes and the September 2024 Notes were fair valued using a binomial lattice model, which includes Level 3, unobservable inputs. The key inputs used are consistent with those used to fair value the derivative liabilities as discussed under Derivative liabilities above.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Organization

3 Months Ended

Mar. 30, 2025

Organization [Abstract]

Organization

(1) Organization

(a) Description of Business

SunPower Inc. (“SunPower” or the “Company”) is the rebranded name of Complete Solaria, Inc. (“Complete Solaria”). The rebranding was effective April 22, 2025. References to the Company and SunPower include the same entity under its previous name of Complete Solaria.

The Company originally incorporated in Delaware under the name Complete Solaria Inc. and is a residential solar installer that offers storage and home energy solutions to customers in North America. The Company was formed through Complete Solar Holding Corporation’s acquisition of The Solaria Corporation (“Solaria”). The Company is headquartered in Orem, Utah.

Complete Solar, Inc. (“Complete Solar”) was incorporated in Delaware on February 22, 2010. Through February 2022, the Company operated as a single legal entity as Complete Solar, Inc. In February 2022, the Company implemented a holding company reorganization (the “Reorganization”) in which the Company created and incorporated Complete Solar Holding Corporation (“Complete Solar Holdings”). As a result of the Reorganization, Complete Solar Holdings became the successor entity to Complete Solar, Inc. Subsequently, Complete Solar Holdings changed its name to Complete Solaria, Inc.

On July 18, 2023, the Company consummated series of merger transactions contemplated by an Amended and Restated Business Combination Agreement entered into with wholly-owned subsidiaries of Freedom Acquisition I Corp. (“FACT”) entered into on May 26, 2023 (“Mergers”), equating to a reverse recapitalization for accounting purposes. Under the reverse recapitalization of accounting, FACT was treated as the acquired company for financial statement reporting purposes. This determination was based on the Company having a majority of the voting power of the post-combination company, the Company’s senior management comprising substantially all of the senior management of the post-combination company, and the Company’s operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Mergers were treated as the equivalent of a capital transaction in which Complete Solaria issued stock for the net assets of FACT. The net assets of FACT were stated at historical cost, with no goodwill or other intangible assets recorded.

On August 5, 2024, Complete Solaria entered into an Asset Purchase Agreement (the “APA”) among Complete Solaria, SunPower Corporation (“SunPower”) and SunPower’s direct and indirect subsidiaries (collectively, the “SunPower Debtors”) providing for the Company’s 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 (“SunPower Acquisition”). The APA was entered into in connection with a voluntary petition filed by SunPower under Chapter 11 of the United States Code, 11 U.S.C.§§ 101-1532. The sale by SunPower was approved on September 23, 2024, by the United States Bankruptcy Court for the District of Delaware.

As described in Note 2 – Restatement of Previously Issued unaudited Condensed Consolidated Financial Statements, the unaudited condensed consolidated financial statements as of and for the thirteen and thirty-nine week periods ended March 30, 2025, (collectively, the “Affected Periods”), are restated in this Quarterly Report on Form 10-Q/A (this “Amended Report”, this “Quarterly Report” or this “Form 10-Q/A”) to reflect the corrections related the recognition of revenue, cost of revenues, sales commissions, general and administrative expenses and interest expense. The restated unaudited condensed consolidated financial statements are indicated as “Restated” in the unaudited condensed consolidated financial statements and accompanying notes, as applicable. See Note 2 – Restatement of Previously Issued Unaudited Condensed Consolidated Financial Statements for further discussion.

(b) Liquidity and Going Concern

Since inception through December 29, 2024, the Company incurred recurring losses and through March 30, 2025, has incurred negative cash flows from operations. The Company’s net income was $4.8 million in the thirteen weeks ended March 30, 2025. The Company’s income before tax is principally attributable to a $15.1 million gain on the remeasurement of its derivative liabilities in the period. The Company had an accumulated deficit of $406.6 million and current debt of $4.3 million as of March 30, 2025, and cash and cash equivalents, excluding restricted cash, of $10.6 million as of March 30, 2025. The Company believes that operating losses and negative operating cash flows will continue into the foreseeable future. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management plans to obtain additional funding when necessary. Historically, the Company’s activities primarily have been financed through private placements of equity securities, debt, the issuance of convertible notes, cash generated from operations, and proceeds from the Mergers.

As a result of not timely filing its Annual Report on Form 10-K for the fiscal year ended December 29, 2024, the Company is not currently eligible to use a registration statement on Form S-3 that would allow the Company to continuously incorporate by reference its SEC reports into the registration statement, to use “shelf” registration statements to conduct offerings, or to use its at-the-market offering facility until approximately one year from the date the Company has regained and maintained status as a current filer. The Company’s inability to use Form S-3 may significantly impair its ability to raise necessary capital to fund its operations and execute its strategy. If the Company seeks to access the capital markets through a registered offering during the period of time that it is unable to use Form S-3, the Company may be required to publicly disclose the proposed offering and the material terms thereof before the offering commences, the Company may experience delays in the offering process due to SEC review of a Form S-1 registration statement and the Company may incur increased offering and transaction costs and other considerations. If the Company is unable to raise capital through a registered offering, the Company would be required to conduct its equity financing transactions on a private placement basis, which may be subject to pricing, size and other limitations imposed under the Nasdaq rules, or seek other sources of capital. The foregoing limitations on the Company’s financing approaches could prevent the Company from pursuing transactions or implementing business strategies that would be beneficial to its business.

If the Company is not able to secure adequate additional funding when needed, the Company will need to reevaluate its operating plan and may be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible, or suspend or curtail planned programs or cease operations entirely. These actions could materially impact the Company’s business, results of operations and future prospects. While the Company has been able to raise multiple rounds of financing, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms that are favorable, or at all. Failure to generate sufficient cash flows from operations, raise additional capital or reduce certain discretionary spending would have a material adverse effect on the Company’s ability to achieve its intended business objectives.

Therefore, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue to operate as a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business. They do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from uncertainty related to its ability to continue as a going concern.

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

3 Months Ended

Mar. 30, 2025

Mar. 31, 2024

Adjustments to reconcile net income (loss) from operations to net cash used in operating activities:

$ 4,812

$ (9,588)

Stock-based compensation expense

469

1,341

Depreciation and amortization

1,008

Non-cash lease expense

288

181

1,583

357

Provision for credit losses

1,087

Change in reserve for excess and obsolete inventory

(344)

Change in fair value of SAFE Agreement – related party

Change in fair value of forward purchase agreement liabilities

^[1]

(268)

5,578

Change in fair value of derivative liabilities

^[2]

(15,127)

Change in fair value of warrant liabilities

^[3]

3,655

1,092

(7,246)

Non-cash income

^[4]

(158)

Accretion of debt in CS Solis – related party

2,560

Changes in operating assets and liabilities:

(223)

5,280

11,386

629

(11,279)

(4,413)

Accrued expenses and other liabilities

6,896

(2,599)

(5,173)

(1,613)

Operating lease liabilities

(352)

(180)

Net cash used in operating activities

3,064

(413)

(2,627)

(4,946)

Capitalization of internal-use software costs

(536)

(536)

Proceeds from issuance of convertible notes

200

Principal repayment of note payable

(300)

Finance lease payments

(515)

Proceeds from exercise of common stock options

Proceeds from exercise of warrant for common stock

Proceeds from issuance of SAFE agreements

5,000

Net cash (used in) provided by financing activities

(198)

4,726

Net decrease in cash, cash equivalents and restricted cash

(45)

(2,825)

(801)

Cash, cash equivalents, and restricted cash at beginning of period

17,219

6,416

Cash, cash equivalents, and restricted cash at end of period

14,394

5,615

Supplemental disclosures of cash flow information:

Cash paid during the period for interest

$ 1,388

[1]	Includes related party income $0.1 million in the thirteen weeks ended March 30, 2025.
[2]	Includes related party gain on remeasurement of $3.7 million in the thirteen weeks ended March 30, 2025.
[3]	Includes related party amortization of $0.7 million in the thirteen weeks ended March 30, 2025.
[4]	Includes related party non-cash income of less than $0.1 million in the thirteen weeks ended March 30, 2025.

Borrowings and Derivative Liabilities - Schedule of Fair Value of the Derivative Liability (Details) - USD ($) $ in Thousands	Mar. 30, 2025	Dec. 29, 2024
12% Senior Unsecured Convertible Notes [Member]
Schedule of Fair Value of the Derivative Liability [Line Item]
Less Unamortized debt discount	$ (27,439)	$ (27,751)
Total carrying amount of July 2024 Notes	42,751	42,597
7% Senior Unsecured Convertible Notes [Member]
Schedule of Fair Value of the Derivative Liability [Line Item]
Less Unamortized debt discount	(70,345)	(73,688)
Total carrying amount of July 2024 Notes	9,655	6,112
July 2024 Notes [Member] \| 12% Senior Unsecured Convertible Notes [Member]
Schedule of Fair Value of the Derivative Liability [Line Item]
Derivative liability	70,190	70,348
September 2024 Notes [Member] \| 7% Senior Unsecured Convertible Notes [Member]
Schedule of Fair Value of the Derivative Liability [Line Item]
Derivative liability	$ 80,000	$ 79,800

Summary of Significant Accounting Policies [Abstract]

Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 30, 2025	Dec. 29, 2024
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in Shares)	1,000,000,000	1,000,000,000
Common stock, shares issued (in Shares)	80,020,836	73,784,645
Common stock, shares outstanding (in Shares)	80,020,836	73,784,645

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 30, 2025

Basis of Presentation

(a) Basis of Presentation

Concentration of Risks

(b) Concentration of Risks

Concentration of customers

Concentration of suppliers

Cash and Cash Equivalents and Restricted Cash

(c) Cash and Cash Equivalents and Restricted Cash

	March 30, 2025		December 29, 2024
Cash and cash equivalents	$	10,553	$	13,378
Restricted cash		3,841		3,841
Total cash, cash equivalents and restricted cash	$	14,394	$	17,219

Estimated Credit Losses

(d) Estimated Credit Losses

The following table summarizes the allowance for credit losses as follows (in thousands):

	As of
	March 30,			March 31,
	2025			2024
Balance at beginning of period	$	(1,701	)	$	(9,846	)
(Provision) credit charged to earnings		(1,087	)		(62	)
Amounts written off, net of recoveries and other adjustments		313			412
Balance at end of period	$	(2,475	)	$	(9,496	)

Contract Assets and Contract Liabilities

(e) Contract Assets and Contract Liabilities

	As of
	March 30,		December 29,
	2025		2024
Contract assets	$	37,345	$	26,066
Contract liabilities current and noncurrent		13,985		10,921

Revenue Recognition

(f) Revenue Recognition

Step

1. Identification of the contract(s) with a customer;

Step

2. Identification of the performance obligations in the contracts(s);

Step

3. Determination of the transaction price;

Step

4. Allocation of the transaction price to the performance obligations;

Step

5. Recognition of the revenue when, or as, the Company satisfies a performance obligation.

Residential Solar Installation Revenues

●

New Home Business Revenues

The Company’s New Homes Business segment sells through a network of home builders as well as its internal sales team. The Company’s contracts with customers include two primary contract types:

●

Costs to obtain and fulfill contracts

Disaggregation of revenue

Refer to the table below for the Company’s revenue recognized (in thousands):

	Thirteen weeks ended
	March 30,		March 31,
	2025		2024
	(As Restated)
Residential Solar Installation
Revenue recognized over time	$	36,504	$	10,040
Revenue recognized at a point in time		—		—
Total Residential Solar Installation		36,504		10,040

New Homes Business
Revenue recognized over time		15,466		—
Revenue recognized at a point in time		26,443		—
Total New Homes Business		41,909		—
Total revenue	$	78,413	$	10,040

Total revenue recognized over time	$	51,970	$	10,040
Total revenue recognized at a point in time		26,443		—

For the thirteen weeks ended March 30, 2025, and March 31, 2024, all revenue recognized was generated in the U.S.

Remaining performance obligations

The Company elected the practical expedient not to disclose the remaining performance obligations for contracts that are less than one year in length.

Incremental costs of obtaining customer contracts

Accounting Pronouncements Not Yet Adopted

(g) Accounting Pronouncements not yet adopted

Disclosure of accounting policy for revenue from contract with customer.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 30, 2025	Mar. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ 4,812	$ (9,588)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

SAFE Agreements

3 Months Ended

Mar. 30, 2025

SAFE Agreements [Abstract]

SAFE Agreements

(12) SAFE Agreements

First SAFE

On January 31, 2024, the Company entered into a Simple Agreement for Future Equity (“SAFE”) (the “First SAFE”) with the Rodgers Massey Freedom and Free Markets Charitable Trust (the “Purchaser”), a related party, affiliated with Thurman J. Rodgers, the Company’s Chief Executive Officer and a director, in connection with the Purchaser investing $1.5 million in the Company. The First SAFE did not accrue interest. The First SAFE was initially convertible into shares of the Company’s common stock, par value $0.0001 per share, upon the closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company would have issued and sold shares of its common stock at a fixed valuation (an “Equity Financing”), at a per share conversion price which was equal to the lower of (i) (a) $53.54 million divided by (b) the Company’s capitalization immediately prior to such Equity Financing (such conversion price, the “SAFE Price”), and (ii) 80% of the price per share of its common stock sold in the Equity Financing. If the Company consummated a change of control prior to the termination of the First SAFE, the Purchaser would have been automatically entitled to receive a portion of the proceeds of such liquidity event equal to the greater of (i) $1.5 million and (ii) the amount payable on the number of shares of common stock equal to (a) $1.5 million divided by (b)(1) $53.54 million divided by (2) the Company’s capitalization immediately prior to such liquidity event (the “Liquidity Price”), subject to certain adjustments as set forth in the First SAFE. The First SAFE was convertible into a maximum of 1,431,297 shares of the Company’s common stock, assuming a per share conversion price of $1.05, which is the product of (i) $1.31, the closing price per share of the Company’s common stock on January 31, 2024, multiplied by (ii) 80%.

On April 21, 2024, the Company entered into an amendment (“First SAFE Amendment”) that converted the First SAFE investment of $1.5 million into 4,166,667 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the First SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%. Upon conversion, the Company recorded a debit to SAFE Agreement of $1.5 million, a credit to Additional paid-in-capital of $1.9 million and recognized expense of $0.4 million within Other income, net in its unaudited condensed consolidated statement of operations for the thirteen week period ended June 30, 2024.

Second SAFE

On February 15, 2024, the Company entered into a second SAFE (the “Second SAFE”) with the Purchaser, in connection with the Purchaser investing $3.5 million in the Company. The Second SAFE did not accrue interest. The Second SAFE was initially convertible into shares of the Company’s common stock upon the initial closing of an Equity Financing at a per share conversion price which was equal to the lower of (i) the Second SAFE Price, and (ii) 80% of the price per share of the Company’s common stock sold in the Equity Financing. If the Company consummated a change of control prior to the termination of the Second SAFE, the Purchaser would have been automatically entitled to receive an amount equal to the greater of (i) $3.5 million and (ii) the amount payable on the number of shares of the Company’s common stock equal to $3.5 million divided by the Liquidity Price, subject to certain adjustments as set forth in the Second SAFE. The Second SAFE was convertible into a maximum of 3,707,627 shares of the Company’s common stock, assuming a per share conversion price of $0.94, which is the product of (i) $1.18, the closing per share price of its common stock on February 15, 2024, multiplied by (ii) 80%.

On April 21, 2024, the Company entered into an amendment (“Second SAFE Amendment”) that converted the Second SAFE investment of $3.5 million into 9,722,222 shares of the Company’s common stock based on a conversion price of $0.36 per share, defined in the Second SAFE Amendment as the product of (i) $0.45, the closing price of the Company’s common stock on April 19, 2024, multiplied by (ii) 80%. Upon conversion, the Company recorded a debit to SAFE Agreement of $3.5 million, a credit to Additional paid-in-capital of $4.4 million and recognized expense of $0.9 million within Other income, net in its unaudited condensed consolidated statement of operations for the thirteen week period ended June 30, 2024.

Third SAFE

On May 13, 2024, the Company entered into a third SAFE (the “Third SAFE”) with the Purchaser, in connection with the Purchaser investing $1.0 million in the Company. The Third SAFE is convertible into shares of the Company’s common stock upon the initial closing of a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of its common stock in an Equity Financing, at a per share conversion price which is equal to 50% of the price per share of the Company’s common stock sold in the Equity Financing. If the Company consummates a change of control prior to the termination of the Third SAFE, the Purchaser will be automatically entitled to receive a portion of the proceeds of such liquidity event equal to $1.0 million, subject to certain adjustments as set forth in the Third SAFE. The Third SAFE is convertible into a maximum of 2,750,000 shares of the Company’s common stock, assuming a per share conversion price of $0.275, which is the product of (i) $0.55, the closing price of the Company’s common stock on May 13, 2024, multiplied by (ii) 50%. Given that the SAFE may be settled in cash or a variable number of shares, the Company has accounted for the instrument as a liability at its fair value.

The estimated fair value of the Third SAFE was $0.4 million at each of March 30, 2025, and December 29, 2024, based upon the assumptions disclosed in Note 5 – Fair Value Measurements. The change in the fair value of the SAFEs was expense of less than $0.1 million and zero in the thirteen weeks ended March 30, 2025, and March 31, 2024, respectively.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 30, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Unaudited Condensed Consolidated Statements of Stockholders’ Deficit - USD ($) $ in Thousands	Common Stock	Additional Paid-in- Capital	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Balance at Dec. 31, 2023	$ 7	$ 277,965	$ (354,928)	$ 143	$ (76,813)
Balance (in Shares) at Dec. 31, 2023	49,065,361
Balance at Mar. 31, 2024	$ 7	279,332	(364,516)	98	(85,079)
Balance (in Shares) at Mar. 31, 2024	49,096,537
Exercise of common stock options		26			26
Exercise of common stock options (in Shares)	31,176
Stock-based compensation		1,341			1,341
Net income (loss)			(9,588)		(9,588)
Foreign currency translation adjustment				(45)	(45)
Balance at Dec. 29, 2024	$ 14	313,661	(411,379)	165	$ (97,539)
Balance (in Shares) at Dec. 29, 2024	73,784,645				73,784,645
Balance at Mar. 30, 2025	$ 14	314,247	(406,567)	165	$ (92,141)
Balance (in Shares) at Mar. 30, 2025	80,020,836				80,020,836
Exercise of common stock options		57			$ 57
Exercise of common stock options (in Shares)	43,793
Stock-based compensation		469			469
Vesting of restricted stock units
Vesting of restricted stock units (in Shares)	192,398
Exercise of common stock warrants		60			60
Exercise of common stock warrants (in Shares)	6,000,000
Net income (loss)			4,812		4,812
Foreign currency translation adjustment

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 30, 2025	Mar. 31, 2024
Schedule of Stock-Based Compensation Expense [Line Items]
Total stock-based compensation expense	$ 469	$ 1,341
Cost of revenues [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Total stock-based compensation expense	155	27
Sales and marketing [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Total stock-based compensation expense	184	216
General and administrative [Member]
Schedule of Stock-Based Compensation Expense [Line Items]
Total stock-based compensation expense	$ 130	$ 1,098

Segment Information (Details) $ in Thousands	3 Months Ended
Segment Information (Details) $ in Thousands	Mar. 30, 2025 USD ($) segments	Mar. 31, 2024 USD ($)
Segment Information [Line items]
Depreciation and amortization expense	$ 1,583	$ 357
Residential Solar Installation [Member]
Segment Information [Line items]
Depreciation and amortization expense	1,000	$ 400
Residential Solar Installation [Member]
Segment Information [Line items]
Depreciation and amortization expense	400
New Homes Business [Member]
Segment Information [Line items]
Depreciation and amortization expense	$ 200
Reportable Segment [Member]
Segment Information [Line items]
Reportable segments (in segments) \| segments	2

Schedule of Other Intangible Assets with Finite Useful Lives

The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.

+ References + Details

Other Intangible Assets (Tables)

3 Months Ended

Mar. 30, 2025

Other Intangible Assets [Abstract]

The following table represents the Company’s other intangible assets with finite useful lives as of March 30, 2025, and December 29, 2024 (in thousands):

As of March 30, 2025	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Trademark – Blue Raven Solar	$	8,400	$	(420	)	$	7,980
Trademark – SunPower		5,200		(260	)		4,940
Developed technology		4,500		(750	)		3,750
Total	$	18,100	$	(1,430	)	$	16,670

As of December 29, 2024	Gross Carrying Amount		Accumulated Amortization			Net Book Value
Trademark – Blue Raven Solar	$	8,400	$	(210	)	$	8,190
Trademark – SunPower		5,200		(130	)		5,070
Developed technology		4,500		(375	)		4,125
Total	$	18,100	$	(715	)	$	17,385

Borrowings and Derivative Liabilities - Schedule of Borrowings and Derivative Liabilities (Details) - USD ($) $ in Thousands	Mar. 30, 2025	Dec. 29, 2024
Schedule of Borrowings and Derivative Liabilities [Line Items]
Total Notes payable	$ 135,901	$ 147,331
Less amounts classified as current	(4,286)	(1,500)
Notes payable and convertible notes, net of current portion	131,615	145,831
July 2024 Notes [Member]
Schedule of Borrowings and Derivative Liabilities [Line Items]
Total Notes payable	17,972	17,965
July 2024 Notes Derivative Liability [Member]
Schedule of Borrowings and Derivative Liabilities [Line Items]
Total Notes payable	11,885	13,563
July 2024 Notes – related parties [Member]
Schedule of Borrowings and Derivative Liabilities [Line Items]
Total Notes payable	24,779	24,632
July 2024 derivative liability – related parties [Member]
Schedule of Borrowings and Derivative Liabilities [Line Items]
Total Notes payable	18,514	21,127
September 2024 Notes [Member]
Schedule of Borrowings and Derivative Liabilities [Line Items]
Total Notes payable	8,643	5,636
September 2024 Notes derivative liability [Member]
Schedule of Borrowings and Derivative Liabilities [Line Items]
Total Notes payable	45,920	55,474
September 2024 Notes – related party [Member]
Schedule of Borrowings and Derivative Liabilities [Line Items]
Total Notes payable	1,012	476
September 2024 Notes – derivative liability – related party [Member]
Schedule of Borrowings and Derivative Liabilities [Line Items]
Total Notes payable	5,676	6,958
Revolver Loan [Member]
Schedule of Borrowings and Derivative Liabilities [Line Items]
Total Notes payable	$ 1,500	$ 1,500

Fair Value Measurements - Schedule of Financial Assets and Liabilities that are Measured at Fair Value, on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)
$ in Thousands

Mar. 30, 2025

Dec. 29, 2024

$ 3,841

88,278

102,561

Restricted Cash [Member]

July 2024 Notes Derivative Liability [Member]

3,841

September 2024 Derivative Liability [Member]

11,885

13,563

Forward purchase agreement liabilities [Member]

45,920

^[1]

3,226

3,494

Public Warrants [Member]

Private Placement Warrants [Member]

1,466

862

Working Capital Warrants [Member]

1,065

627

September 2024 Notes Derivative Liability [Member]

122

55,474

Level 1 [Member]

3,841

Level 1 [Member] | Restricted Cash [Member]

1,466

862

Level 1 [Member] | July 2024 Notes Derivative Liability [Member]

3,841

Level 1 [Member] | September 2024 Derivative Liability [Member]

Level 1 [Member] | Forward purchase agreement liabilities [Member]

Level 1 [Member] | Public Warrants [Member]

^[1]

Level 1 [Member] | Private Placement Warrants [Member]

1,466

862

Level 1 [Member] | Working Capital Warrants [Member]

Level 1 [Member] | September 2024 Notes Derivative Liability [Member]

Level 2 [Member]

Level 2 [Member] | Restricted Cash [Member]

Level 2 [Member] | July 2024 Notes Derivative Liability [Member]

Level 2 [Member] | September 2024 Derivative Liability [Member]

Level 2 [Member] | Forward purchase agreement liabilities [Member]

Level 2 [Member] | Public Warrants [Member]

^[1]

Level 2 [Member] | Private Placement Warrants [Member]

Level 2 [Member] | Working Capital Warrants [Member]

Level 2 [Member] | September 2024 Notes Derivative Liability [Member]

Level 3 [Member]

Level 3 [Member] | Restricted Cash [Member]

86,812

101,699

Level 3 [Member] | July 2024 Notes Derivative Liability [Member]

Level 3 [Member] | September 2024 Derivative Liability [Member]

11,885

13,563

Level 3 [Member] | Forward purchase agreement liabilities [Member]

45,920

Level 3 [Member] | Public Warrants [Member]

^[1]

3,226

3,494

Level 3 [Member] | Private Placement Warrants [Member]

Level 3 [Member] | Working Capital Warrants [Member]

1,065

627

Level 3 [Member] | September 2024 Notes Derivative Liability [Member]

122

55,474

18,514

21,127

5,676

404

384

6,958

18,514

21,127

5,676

$ 404

384

$ 6,958

[1]	Includes $1.2 million and $1.3 million due to related parties as of March 30, 2025, and December 29, 2024, respectively.

Warrants (Details) - USD ($)							3 Months Ended		6 Months Ended
Warrants (Details) - USD ($)	Jul. 31, 2024	Jul. 01, 2024	Jun. 30, 2024	Jun. 17, 2024	Jul. 31, 2023	Jul. 18, 2023	Mar. 30, 2025	Mar. 31, 2024	Jun. 29, 2023	Jan. 31, 2025	Dec. 29, 2024	Sep. 09, 2024	Dec. 31, 2023	Feb. 28, 2022	Oct. 31, 2021	Aug. 31, 2021	May 31, 2021	Jan. 31, 2020	Jul. 31, 2016	Feb. 29, 2016
Warrants [Line Items]
Warrant to purchase shares							236,196
Fair value of warrant (in Dollars)							$ 1,092,000	$ (7,246,000)
Other expense net (in Dollars)							$ 100,000	0	$ 2,000,000
Outstanding warrants							25,670,265				31,670,265
Common stock issued percentage					2.795%
Warrant expire period							July 2028
Carlyle Warrant Agreement [Member]
Warrants [Line Items]
Warrant to purchase shares					2,745,879
Outstanding warrant to purchase					1,995,879
Private Placement Warrants [Member]
Warrants [Line Items]
Fair value of warrant (in Dollars)							$ 1,000,000
Public Warrants [Member]
Warrants [Line Items]
Fair value of warrant (in Dollars)								500,000
Working Capital Warrants [Member]
Warrants [Line Items]
Working capital warrants							716,668
Other expense net (in Dollars)							$ 100,000	100,000
Carlyle Warrants [Member]
Warrants [Line Items]
Warrant to purchase shares					1,995,879								2,190,604	2,886,952
Fair value of warrant (in Dollars)			$ 6,600,000
Number of share exercisable														1,995,879
Outstanding warrants					1,995,879
Common stock outstanding percentage					2.795%
Warrant issued shares		4,936,483
Gain on extinguishment of debt (in Dollars)		$ 700,000
Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares					1,995,879
Warrant expired term							Jul. 18, 2030
Reduction to additional paid-in capital (in Dollars)							$ 7,300,000
Carlyle Warrant Agreement [Member]
Warrants [Line Items]
Other expense net (in Dollars)								3,100,000
Other income, net (in Dollars)								$ 6,400,000
Series D-7 Warrants [Member]
Warrants [Line Items]
Warrant liability (in Dollars)		$ 7,300,000
Modification Warrant [Member]
Warrants [Line Items]
Fair value of warrant (in Dollars)							$ 7,300,000
Series B Warrants [Member]
Warrants [Line Items]
Warrant exercise price (in Dollars per share)							$ 4.3
Fair value of warrant (in Dollars)							$ 100,000
Series C Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares																			148,477
Warrant exercise price (in Dollars per share)																			$ 1
Fair value of warrant (in Dollars)						$ 2,300,000
Series C-1 Warrants [Member]
Warrants [Line Items]
Warrant to purchase shares																		173,067
Warrant exercise price (in Dollars per share)																		$ 0.01
Convertible note issued (in Dollars)							$ 500,000
SVB Common Stock Warrants [Member]
Warrants [Line Items]
Warrant to purchase shares																2,525	2,473
Warrant exercise price (in Dollars per share)																$ 0.62	$ 0.38
Promissory Note Common Stock Warrants [Member]
Warrants [Line Items]
Warrant to purchase shares															24,148
Warrant exercise price (in Dollars per share)															$ 0.01
July 2023 Common Stock Warrants [Member]
Warrants [Line Items]
Warrant to purchase shares					38,981
Warrant exercise price (in Dollars per share)					$ 0.01
Warrant Consideration [Member]
Warrants [Line Items]
Warrant to purchase shares					6,266,572
Warrant exercise price (in Dollars per share)					$ 11.5
Warrant term					10 years
Ayna Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares				6,000,000						60,000		6,000,000
Warrant exercise price (in Dollars per share)				$ 0.01			$ 0.01
Fair value of warrant (in Dollars)				$ 9,200,000
Warrant liability (in Dollars)											$ 9,200,000
Warrant expire period							June 17, 2029
Cantor Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares	3,066,141
Warrant exercise price (in Dollars per share)	$ 1.68
Volatility Rate [Member]
Warrants [Line Items]
Expected volatility	55.00%
Risk-Free Interest Rate [Member]
Warrants [Line Items]
Risk-free interest rate	4.20%
Ecpected Term [Member]
Warrants [Line Items]
Expected term	5 years
Ten Days [Member] \| Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares					350,000
Thirty Days [Member] \| Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares					150,000
Ninety Days [Member] \| Warrant [Member]
Warrants [Line Items]
Warrant to purchase shares					250,000
Common Stock [Member]
Warrants [Line Items]
Common stock price (in Dollars per share)					$ 0.01
Common Stock [Member] \| Warrant [Member]
Warrants [Line Items]
Common stock price (in Dollars per share)					$ 0.01									$ 0.01
Common Class A [Member] \| Private Placement Warrants [Member]
Warrants [Line Items]
Warrant to purchase shares							6,266,667
Warrant exercise price (in Dollars per share)							$ 11.5
Common Class A [Member] \| Public Warrants [Member]
Warrants [Line Items]
Warrant to purchase shares							8,625,000
Warrant exercise price (in Dollars per share)							$ 11.5
Series B Preferred Stock [Member]
Warrants [Line Items]
Warrant to purchase shares																				5,054
Series C Preferred Stock [Member]
Warrants [Line Items]
Number of share exercisable																			482,969
Private warrants [Member]
Warrants [Line Items]
Fair value of warrant (in Dollars)							$ 900,000
Private warrants [Member] \| Warrant [Member]
Warrants [Line Items]
Fair value of warrant (in Dollars)							$ 1,400,000

Related Party Transactions (Details) $ in Millions	3 Months Ended
Related Party Transactions (Details) $ in Millions	Mar. 30, 2025 USD ($)
Related Party [Member] \| SameDay Solar [Member]
Related Party Transactions [Line Items]
Cost of revenue	$ 0.2

The aggregate cost of goods produced and sold and services rendered during the reporting period.

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Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Income Taxes

3 Months Ended

Mar. 30, 2025

Income Taxes [Abstract]

Income Taxes

(15) Income Taxes

As a result of the Company’s history of net operating losses, the Company has provided for a full valuation allowance against its deferred tax assets. For the thirteen weeks ended March 30, 2025, and March 31, 2024, the Company recognized income tax expense of zero and one thousand dollars, respectively.

The entire disclosure for income tax.

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2