Spruce Power Holding Corp 2024年度报告

FORM10-K___________________________________ (Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDEDDECEMBER 31, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________ Commission File Number001-38971 Spruce Power Holding Corporation(Exact name of Registrant as specified in its Charter) Delaware83-4109918(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.) 2000 S Colorado Blvd, Suite 2-825Denver,Colorado80222 (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(866)777-8235___________________________________ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).YesxNoo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated fileroAccelerated fileroNon-accelerated filerxSmaller reporting companyxEmerging growth companyo If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.o If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox The aggregate market value of the Registrant’s voting and non-voting common stock held by non-affiliates of the Registrant as of June30, 2024 based on the closing price of the Registrant’s common stock as reported by the New York Stock Exchange of $3.65 per share,was approximately $55.0million. Shares of common stock beneficially owned by each executive officer, director and holders of morethan 5% of the Registrant’s common stock have been excluded as such persons may be deemed to be affiliates. This determination ofaffiliate status is not necessarily a conclusive determination for other purposes. As of March24, 2025,18,078,238shares of the Registrant’s common stock, $0.0001 par value, were outstanding. TABLE OF CONTENTS Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities35Item 6.[Reserved]36Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item 7A.Quantitative and Qualitative Disclosures About Market Risk48Item 8.Financial Statements and Supplementary Data48Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure98Item 9A.Controls and Procedures98Item 9B.Other Information101Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections101 Item 10.Directors, Executive Officers and Corporate Governance102Item 11.Executive Compensation105Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters119Item 13.Certain Relationships and Related Transactions, and Director Independence121Item 14.Principal Accountant Fees and Services122 Item 15.Exhibits and Financial Statement Schedules124Item 16.Form 10-K Summar