SPRUCE POWER HOLDING CORP
For the period ended Dec 31, 2023. Filed Apr 9, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Apr 9, 2024
SPRU$1.44-4.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
(a)Documents filed as part of this report.
- The following financial statements of Spruce Power Holding Corporation and Reports of Deloitte & Touche LLP and Marcum LLP, Independent Registered Public Accounting Firms, are included in this report:
| Page No. | |
| Reports of Independent Registered Public Accounting Firms for Deloitte & Touche LLP (PCAOB ID No .34) and Marcum LLP (PCAOB ID No. 688) | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-6 |
| Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022 | F-8 |
| Consolidated Statement of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022 | F-9 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 | F-11 |
| Notes to Consolidated Financial Statements | F-11 |
- List of financial statement schedules:
All schedules have been omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
- List of Exhibits required by Item 601 of Regulation S-K. See part (b) below.
(b)Exhibits.
| Exhibit No. | Description | Included | Form | Filing Date |
| 2.1 | Membership Interest Purchase and Sale Agreement, dated as of September 9, 2022, by and between the Company, SF Solar Blocker 2 LLC, SF Solar Blocker 3 LLC, Spruce Holding Company 3 Holdco LLC and HPS Investment Partners, LLC | By Reference | 8-K | September 15, 2022 |
| 3.1 | Second Amended and Restated Certificate of Incorporation. | By Reference | 8-K | December 23, 2020 |
| 3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation | By Reference | 8-K | October 6, 2023 |
| 3.3 | Certificate of Amendment changing name of Registrant to Spruce Power Holding Corporation | By Reference | 8-K | November 14, 2022 |
| 3.4 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation | By Reference | 8-K | October 6, 2023 |
| 3.5 | Amended and Restated Bylaws, as amended as of November 10, 2022 | By Reference | 8-K | November 14, 2022 |
| 4.1 | Description of Registered Securities | By Reference | 10-K | March 31, 2021 |
| 10.1 | Amended and Restated Credit Agreement, dated August 18, 2023 among Spruce Power 2, LLC, as Borrower, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company as Administrative Agent and the Issuing Bank, and the lenders from time to time party thereto. | By Reference | 10-Q | November 13, 2023 |
| Exhibit No. | Description | Included | Form | Filing Date |
| 10.2† | Supply Agreement, dated as of July 19, 2019, by and between XL Hybrids, Inc. and Parker-Hannifin Corporation. | By Reference | S-4/A | November 10, 2020 |
| 10.3 | Form of Subscription Agreement. | By Reference | 8-K | September 18, 2020 |
| 10.4 | Registration Rights Agreement. | By Reference | S-4 | October 2, 2020 |
| 10.5 | Spruce Power Holding Corp. 2020 Equity Incentive Plan. | Herewith | ||
| 10.6 | Spruce Power Holding Corp. 2020 Equity Incentive Plan Form of Stock Option Agreement. | Herewith | ||
| 10.7 | Spruce Power Holding Corp. 2020 Equity Incentive Plan Form of Restricted Stock Unit Agreement. | Herewith | ||
| 10.8 | Form of Indemnification Agreement between the Registrant and each officer and director. | By Reference | 8-K | December 23, 2020 |
| 10.9 | Amended and Restated Credit Agreement, dated October 29, 2019, among Kilowatt Systems, LLC, Volta MH Owner II, LLC, Greenday Finance I LLC and SpruceKismet, LLC, as Co-Borrowers, Silicon Valley Bank, as Administrative Agent, ING Capital LLC and Silicon Valley Bank as Issuing Banks, and the financial institutions from time to time party thereto as lenders, as conformed for each of Omnibus Amendment and Consent, dated as of March 5, 2020, Amendment to Credit Agreement, dated as of May 29, 2020, and Omnibus Amendment and Consent, dated March 18, 2021. | By Reference | 8-K | September 15, 2022 |
| 10.10 | Amended and Restated Credit Agreement, dated July 12, 2022, among Spruce Power 2, LLC, as Borrower, Silicon Valley Bank, as Administrative Agent and the Issuing Bank, and the lenders from time to time party thereto. | By Reference | 8-K | September 15, 2022 |
| 10.11 | Credit Agreement, dated November 13, 2020, among Spruce Power 3, LLC, as Borrower, KeyBank National Association, as Administrative Agent and Issuing Bank, and the lenders from time to time party thereto. | By Reference | 8-K | September 15, 2022 |
| 10.12 | Omnibus Amendment and Accession dated April 8, 2022, among KWS Solar Term Parent 1 LLC, KWS Solar Term Parent 2 LLC and KWS Solar Term Parent 3 LLC, as Co-Borrowers, KeyBank National Association, as Administrative Agent, and the lenders from time to time party thereto. | By Reference | 8-K | September 15, 2022 |
| 10.13 | Waiver and Second Amendment to Amended and Restated Credit Agreement, dated July 12, 2022, among KWS Solar Term Parent 1 LLC, KWS Solar Term Parent 2 LLC, KWS Solar Term Parent 3 LLC and Spruce Power 3 Holdco, LLC, as Co-Borrowers, KeyBank National Association, as Administrative Agent, and the lenders from time to time party thereto. | By Reference | 8-K | September 15, 2022 |
| 10.14 | Executive Employment Agreement, dated September 9, 2022, by and between XL Fleet Corp. and Christian Fong. | By Reference | 8-K | September 15, 2022 |
| 10.15 | Restricted Stock Award Grant under the Registrant’s 2020 Equity Incentive Plan, dated September 9, 2022, to Christian Fong by XL Fleet Corp. | By Reference | 8-K | September 15, 2022 |
| 10.16 | Offer Letter, dated October 25, 2018, by and between Spruce Lending Inc. and Sarah Weber Wells | By Reference | 8-K | May 11, 2023 |
| Exhibit No. | Description | Included | Form | Filing Date |
| 10.17 | Enhanced Severance Letter, dated April 27, 2022, between the Company and Sarah Weber Wells | By Reference | 8-K | May 11, 2023 |
| 10.18 | Offer Letter, dated as of May 18, 2022, by and between XL Fleet Corp. and Stacey Constas | By Reference | 10-K | March 30, 2023 |
| 10.19 | Severance Letter, dated October 26, 2022, between the Company and Stacey Constas | By Reference | 8-K | October 28, 2022 |
| 10.20 | Executive Severance Policy | By Reference | 10-Q | August 9, 2022 |
| 21 | Subsidiaries of the Registrant | Herewith | ||
| 23.1* | Consent of Marcum LLP, independent registered public accounting firm | Herewith | ||
| 23.2* | Consent of Deloitte & Touche LLP, independent registered public accounting firm | Herewith | ||
| 31.1* | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Herewith | ||
| 31.2* | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Herewith | ||
| 32.1^* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Herewith | ||
| 32.2^* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Herewith | ||
| 97* | Spruce Power Holding Corporation Clawback Policy | Herewith | ||
| 101.INS* | Inline XBRL Instance Document | Herewith | ||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | Herewith | ||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | Herewith | ||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | Herewith | ||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | Herewith | ||
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | Herewith | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | Herewith | ||
*Filed herewith
*+Schedule and exhibits to this exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
†Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
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