Current Report Filing (8-k)
December 15 2022 - 6:19AM
Edgar (US Regulatory)
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2022-12-14
2022-12-14
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): December 14, 2022
Spruce
Power Holding Corporation
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38971 |
|
83-4109918 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.) |
47000
Liberty Drive
Wixom,
MI |
|
48393 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(617) 718-0329
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4© under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
| Common
Stock, par value $0.0001 per share |
|
SPRU |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 8.01. Other Events.
2021
Annual Report Update for Change in Segment Reporting
Spruce
Power Holding Corporation (previously XL Fleet Corp.) (the “Company”) is filing this Current Report on Form 8-K to update
the financial information in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Annual Report”)
to reflect the Company’s change in segment reporting. Prior to the first quarter of 2022,
the Company had one operating segment. In the first quarter of 2022, the Company’s Chief Executive Officer, upon the completion
of a strategic review that began upon his hiring in December 2021, restructured the Company into two distinct operating segments: (i)
Drivetrain and (ii) XL Grid. The Drivetrain segment provides fleet electrification solutions for commercial vehicles in North America
while the XL Grid segment provides energy efficiency and infrastructure solutions to commercial customers. The Company’s Drivetrain
and XL Grid segment results and related disclosures were reflected in the Company’s Quarterly Report on Form 10-Q for the period
ended March 31, 2022, as filed on May 10, 2022 (“First Quarter of 2022 Quarterly Report”). The change in segment reporting
had no impact on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations, or Consolidated Statements of
Cash Flows and should not be read as a restatement of the financial statements in the 2021 Annual Report.
Attached
as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K are updated: (i) Item 7: Management’s Discussion and Analysis
of Financial Condition and Results of Operations, and (ii) Item 8: Financial Statements and Supplementary Data, both from the
2021 Annual Report, to reflect segment results and related disclosure of the Company’s Drivetrain and XL Grid segments. No attempt
has been made to update matters in the 2021 Annual Report except to the extent expressly provided above.
There
were no other events occurring subsequent to the filing of the 2021 Annual Report requiring adjustment to the financial statements or
notes contained therein. For significant developments since the filing of the 2021 Annual Report, refer to the Company’s Quarterly
Report on Form 10-Q for the quarter ended March 31, 2022, the Company’s Quarterly Report on Form 10-Q for the quarter ended June
30, 2022 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 and the Company’s other SEC filings.
Item 9.01.
Financial Statements and Exhibits.
The
following documents are filed herewith:
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed
on its behalf by the undersigned hereunto duly authorized.
| |
SPRUCE POWER HOLDING CORPORATION |
| |
|
|
| Date: December 14, 2022 |
By: |
/s/ Donald Klein |
| |
Name: |
Donald Klein |
| |
Title: |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
EXHIBIT
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