Amendment: Spruce Power Holding Corporation filed SEC Form 8-K: Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 10, 2025 (November 22, 2024 )
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Introductory Note
On November 26, 2024, Spruce Power Holding Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report that Spruce Power 5, LLC (“SP5”), a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “APA”) to acquire a residential solar portfolio (the “Acquired Assets”) from NJR Clean Energy Ventures II Corporation (“CEV”), a subsidiary of New Jersey Resources Corporation (“NJR”), pursuant to the APA by and between CEV and SP5, dated as of November 22, 2024.
Amendment No. 2 to Current Report on Form 8-K/A (this “Amendment No. 2”) amends the Original Form 8-K solely to include the financial statements required to be filed under Item 9.01(a) of the Original Form 8-K and the pro forma financial information required to be filed under Item 9.01(b) of the Original Form 8-K. Except for filing information pursuant to Items 9.01(a), 9.01(b) and 9.01(d) of Form 8-K, this Amendment No. 2 does not otherwise modify or update the Original Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
The audited abbreviated financial statements of the Acquired Assets and accompanying notes related thereto as of and for the years ended September 30, 2024 and 2023 are filed herewith as Exhibit 99.1 to this Amendment No. 2, which is incorporated by reference herein. The related consent of the independent auditor is attached hereto as Exhibit 23.1.
(b) Pro forma financial information
The unaudited pro forma condensed combined financial statements and accompanying notes relating to the Company’s acquisition of the Acquired Assets, as of September 30, 2024, for the nine months ended September 30, 2024, and for the year ended December 31, 2023 are included as Exhibit 99.2 hereto and are incorporated by reference herein.
(d) Exhibits.
| Exhibit No. | Description | |||||||
23.1 | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SPRUCE POWER HOLDING CORPORATION | ||||||||
Date: February 10, 2025 | By: | /s/ Jonathan M. Norling | ||||||
| Name: | Jonathan M. Norling | |||||||
| Title: | Chief Legal Officer | |||||||
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