SPRU 8-K/A
Spruce Power Holding Corp (SPRU)
8-K/A
2025-04-11
For: 2025-01-30
View Original
Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 7, 2025 (January 30, 2025 )
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 4.01 Changes in Registrant’s Certifying Accountant.
As previously disclosed in the Form 8-K filed by Spruce Power Holding Corporation (the “Company”) on February 5, 2025, the Company appointed CohnReznick LLP (“CohnReznick”) as its new independent registered public accounting firm, subject to the completion of CohnReznick’s customary client acceptance procedures. The decision to change the Company’s independent registered public accounting firm was approved by the Audit Committee of the Company’s Board of Directors (the “Board”) and the Board.
On April 7, 2025, CohnReznick completed its client acceptance procedures and the Company executed an engagement letter with CohnReznick on that date. Accordingly, CohnReznick’s appointment was effective April 7, 2025.
During the years ended December 31, 2024 and 2023, and the subsequent interim period through April 7, 2025, neither the Company nor anyone acting on its behalf consulted with CohnReznick regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that CohnReznick concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
The Company provided CohnReznick with a copy of the foregoing disclosures and requested that CohnReznick review such disclosures. CohnReznick has provided a letter addressed to the SEC dated April 10, 2025 stating whether CohnReznick agrees with the statements made herein, a copy of which is filed as Exhibit 16.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 16.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: April 10, 2025 | By: | /s/ Jonathan M. Norling | ||||||
| Name: | Jonathan M. Norling | |||||||
| Title: | Chief Legal Officer | |||||||
Exhibit 16.1
April 10, 2025
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K/A dated April 7, 2025, of Spruce Power Holding Corporation and are in agreement with the statements contained therein about our Firm.
/s/CohnReznick LLP