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 | (Commission File Number) | (I.R.S. Employer |
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.
SPRUCE POWER HOLDING CORPORATION | ||
Date: December 21, 2022 | By: | /s/ Stacey Constas |
Name: | Stacey Constas | |
Title: | General Counsel |
2