Current Report Filing (8-k)

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 15, 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)

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2022, Debora M. Frodl notified Spruce Power Holding Corporation (the "Company") that she is retiring from her position as Chair of the Board and from the Board of Directors of the Company effective December 31, 2022. Also, on December 20, 2022, Sarah Sclarsic notified the Company that she is resigning from the Board of Directors of the Company effective December 31, 2022.

Ms. Frodl serves on the Company’s Audit Committee and Nominating and Corporate Governance Committee and Ms. Sclarsic serves on the Company's Audit Committee. Christopher Hayes and Jonathan J. Ledecky have been appointed to the Audit Committee effective December 31, 2022, to fill the vacancies created by Ms. Frodl and Ms. Sclarsic’s resignations. In addition, Christopher Hayes has been elected as the new Chair of the Board.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
99.1		Press Release

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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.