SPRU · Spruce Power Holding Corp · Exempt Offerings

Substantial doubt about the company's ability to continue as a going concern.

“Because (i) the Amended SP1 Maturity Date and the SP2 Maturity Date are within twelve months from the date the accompanying unaudited condensed consolidated financial statements are issued, (ii) the Company has not yet entered into a commitment to refinance the SP1 or SP2 Facility, (iii) the Company has determined that it is unlikely to have sufficient cash on hand or proceeds from currently available liquidity sources to satisfy the SP1 Facility at the Amended SP1 Maturity Date or the SP2 Facility at the SP2 Maturity Date, (iv) the Company had negative working capital of $175.0 million as of June 30, 2026 due to the current maturity of the SP1 Facility and SP2 Facility, and (v) the Company has experienced recurring net losses and negative cash flows from operations for the six months ended June 30, 2026 and 2025, these conditions raise substantial doubt about the Company's ability to continue as a going concern.”