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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): October 2, 2023
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.) |
|
2000 S. Colorado Blvd, Suite 2-825
Denver, CO |
|
80222 |
| (Address of principal executive offices) |
|
(Zip Code) |
(866) 903-2399
(Registrant’s telephone
number, including area code)
Not Applicable
(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(c) 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 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained
in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year.
On October 6, 2023, Spruce Power Holding Corporation (the “Company”),
following stockholder approval at the Special Meeting of Stockholders (the “Special Meeting”) held on October 2, 2023, filed
an Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a 1-for-8 reverse stock split (the “Reverse
Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”).
Beginning with the opening of trading on or about October 9, 2023, the Common Stock will trade on the New York Stock Exchange on a split-adjusted
basis under new CUSIP number 9837FR 209 and will continue to trade under the symbol “SPRU.”
As a result of the Reverse Stock Split, every eight (8) shares of Common
Stock issued and outstanding will be converted into one (1) share of Common Stock. No fractional shares shall be issued in connection
with the Reverse Stock Split. Stockholders will instead receive cash in lieu of fractional shares.
The Reverse Stock Split will not reduce the number of authorized shares
of Common Stock, or change the par values of the Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will
not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock (except to the extent that the Reverse Stock
Split would result in some of the stockholders receiving cash in lieu of fractional shares). All outstanding options, warrants, restricted
stock units and similar securities entitling their holders to receive or purchase shares of Common Stock will be adjusted as a result
of the Reverse Stock Split, as required by the terms of each security.
On October 2, 2023, the Company issued a press release announcing the
Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held the Special Meeting on October
2, 2023 to consider and vote upon the matters listed below. The following is a summary of the matters voted on at the Special Meeting.
1. The
proposal to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse
stock split of the Company’s outstanding common stock, $0.0001 par value per share (the “Common Stock”), at a ratio of 1-for-8 (the
“Reverse Stock Split Proposal”), was approved as follows:
| Votes For: | |
| 79,358,119 | |
| Votes Against: | |
| 11,015,721 | |
| Abstentions: | |
| 96,035 | |
| Broker Non-Votes | |
| 0 | |
2. The
proposal to approve an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of either of the
Reverse Stock Split Proposal was approved as follows:
| Votes For: | |
| 78,775,096 | |
| Votes Against: | |
| 11,459,755 | |
| Abstentions: | |
| 235,024 | |
| Broker Non-Votes | |
| 0 | |
Item 8.01. Other Events.
The information contained in Item 5.03 of this Current Report on Form
8-K is incorporated herein by reference.
The
Company has a Registration Statement on Form S-3 (File No. 333-252089) and a Registration Statement on Form S-8 (File No. 333-261393)
on file with the Securities and Exchange Commission (the “Commission”). Commission regulations permit the Company to incorporate
by reference future filings made with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the termination of the offerings covered by registration statements filed on Form S-3 or Form S-8. The information incorporated
by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item
8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active
registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of
undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described above are
proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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: October 6, 2023 |
By: |
/s/ Jonathan Norling |
| |
Name: |
Jonathan Norling |
| |
Title: |
General Counsel |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE SECOND AMENDED
AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SPRUCE POWER HOLDING CORPORATION
SPRUCE
POWER HOLDING CORPORATION (the “Corporation”), a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify as follows:
FIRST:
A resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 242 of the General Corporation Law
of the State of Delaware setting forth an amendment to the Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate
of Incorporation”), of the Corporation and declaring said amendment to be advisable. The resolution setting forth the amendment
is as follows:
RESOLVED:
That the Second Amended and Restated Certificate of Incorporation of the Corporation be amended to add the following paragraph at the
end of the FOURTH Article as a new Section C:
“C.
Reverse Stock Split. Upon this Amendment to the Second Amended and Restated Certificate becoming effective pursuant to the DGCL
(the “Effective Time”), each eight (8) shares of Common Stock issued and outstanding immediately prior to the Reverse
Stock Split Effective Time shall automatically be reclassified and combined into one (1) validly issued, fully paid and non-assessable
share of Common Stock, without any further action by the Corporation or the holder thereof (the “Reverse Stock Split”).
No fractional shares shall be issued in connection with the Reverse Stock Split. In lieu thereof, (a) with respect to holders of one or
more certificates, if any, which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the
Effective Time, upon surrender after the Effective Time of such certificate or certificates, any holder who would otherwise be entitled
to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive
a cash payment (the “Fractional Share Payment”) equal to the fraction of which such holder would otherwise be entitled
multiplied by the closing price per share on the trading day immediately preceding the Effective Time as reported by The New York Stock
Exchange (as adjusted to give effect to the Reverse Stock Split); provided that, whether or not fractional shares would be issuable as
a result of the Reverse Stock Split shall be determined on the basis of (i) the total number of shares of Common Stock that were issued
and outstanding immediately prior to the Effective Time formerly represented by certificates that the holder is at the time surrendering
and (ii) the aggregate number of shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented
by such certificates shall have been reclassified, combined and reconstituted; and (b) with respect to holders of shares of Common
Stock in book-entry form in the records of the Corporation’s transfer agent that were issued and outstanding immediately prior to the
Effective Time, any holder who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split
(after aggregating all fractional shares), following the Effective Time, shall be entitled to receive the Fractional Share Payment automatically
and without any action by the holder. Any stock certificate and book-entry position that, immediately prior to the Effective Time, represented
shares of Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange,
represent the number of shares of Common Stock equal to the product obtained by multiplying the number of shares of Common Stock represented
by such certificate or book-entry position immediately prior to the Effective Time by one divided by eight (8).”
SECOND:
That the foregoing amendment has been consented to and authorized by the stockholders of the Corporation at a special meeting of stockholders
in accordance with Section 242 of the General Corporation Law of the State of Delaware.
THIRD:
That the foregoing amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation
Law of the State of Delaware.
FOURTH:
This Certificate of Amendment shall be effective at 5:00 p.m., Eastern Time, on October 6, 2023.
[Signature
page follows]
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed this 6th day of October, 2023.
| |
SPRUCE POWER HOLDING CORPORATION |
| |
|
|
| |
BY |
/s/ Christian Fong |
| |
|
Christian Fong, Chief Executive Officer |
Exhibit 99.1
Spruce Power Announces Reverse Stock Split
1-for-8 reverse stock split of Spruce’s
common stock approved by stockholders
Spruce’s common stock anticipated to begin
trading on a split-adjusted base on October 9, 2023
DENVER, COLORADO (October 2, 2023) – Spruce Power Holding Corporation
(NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across
the United States, today announced that its stockholders have approved a 1-for-8 reverse stock split (“Reverse Split”) of
the Company’s common stock at a special stockholder meeting held today, October 2, 2023. The Reverse Split, which has previously
been approved by the Company’s Board of Directors, is intended to enable Spruce to comply with the New York Stock Exchange’s
continued listing requirements and make the common stock more attractive to a broader range of institutional investors.
The Reverse Split is expected to become effective on October 6, 2023,
and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on October 9, 2023, under the
existing trading symbol “SPRU” and new CUSIP number 9837FR209.
As a result of the Reverse Split, each eight shares of the Company’s
issued and outstanding common stock will automatically be reclassified and combined into one share of common stock. Proportional adjustments
will also be made to the Company’s outstanding equity awards and warrants. No fractional shares will be issued in connection with
the Reverse Split. Any stockholder who would otherwise be entitled to a fractional share of common stock will instead receive a cash payment
equal to such fraction multiplied by the closing price of the Company’s common stock as reported by the NYSE on October 6, 2023,
as adjusted to give effect to the Reverse Split.
Additional information about the Reverse Split can be found in Spruce’s
definitive proxy statement filed with the U.S. Securities and Exchange Commission (“SEC”) on August 23, 2023, which is available
on the SEC’s website at www.sec.gov and on the Company’s website at www.investors.sprucepower.com.
About Spruce Power
Spruce Power Holding Corporation (NYSE: SPRU) is a leading owner and
operator of distributed solar energy assets across the United States. We provide subscription-based services that make it easy for homeowners
to benefit from rooftop solar power and battery storage. Our as-a-service model allows consumers to access new technology without making
a significant upfront investment or incurring maintenance costs. Our company owns the cash flows from over 75,000 home solar assets and
contracts across the United States. For additional information, please visit www.sprucepower.com.
For More Information
Investor Contact: investors@sprucepower.com
Head of Investor Relations: Bronson Fleig
Media Contact: publicrelations@sprucepower.com
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