Spruce Power Holding Corp 2026年季度报告

FORM 10-Q___________________________________ (Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD FROM _________ TO _________ Commission File Number: 001-38971 Spruce Power Holding Corporation(Exact name of Registrant as specified in its Charter) Delaware83-4109918(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) 820 Gessner Rd, Suite 500Houston, Texas77024(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: (866) 777-8235___________________________________ Securities registered pursuant to Section 12(b) of the Act: 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). YesNo 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 filerNon-accelerated filer 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. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo As of May7, 2026, 18,369,300 shares of the registrant’s common stock, $0.0001 par value, were outstanding. TABLE OF CONTENTS PAGEPART I - FINANCIAL INFORMATIONItem 1.Financial Statements5Condensed Consolidated Balance Sheets as of March 31, 2026and December 31, 2025(unaudited)5Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025(unaudited)7Condensed Consolidated Statements of Changes in Stockholders’ Equity and Noncontrolling Interests forthe Three Months Ended March 31, 2026 and 2025(unaudited)8Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025(unaudited)9Notes to Unaudited Condensed Consolidated Financial Statements10Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 3.Quantitative and Qualitative Disclosures About Market Risk39Item 4.Controls and Procedures40PART II- OTHER INFORMATIONItem 1.Legal Proceedings41Item 1A.Risk Factors41Item 2.Unregistered Sales of Equity Securities and Use of Proceeds41Item 3.Defaults Upon Senior Securities42Item 4.Mine Safety Disclosures42Item 5.Other Information43Item 6.Exhibits44SIGNATURES46 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities LitigationReform Act of 1995 that relate to future events or our future financial performance including, but not limited to, statements regardingour plans, strategies and prospects, both business and financial, our growth plans, future financial and operating results, costs andexpenses, our ability to continue as a going concern and to repay or refinance our debt prior to the applicable maturity date, theoutcome of contingencies, financial condition, results of operations, liquidity, our ability to continue as a going concern, cost savings,business strategies, and other statements that are not historical facts. Forward-looking statements generally are characterized by the useof certain words or phrases (and their derivatives) such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “opportunity,”“plan,” “goals,” “target” “predict,” “potential,” “estimate,” “should,” “will,” “would,” “continue,” “likely,” and similar expressionsthat predict or indicate future events or trends or that are not statements of historical matters. These statements are based upon ourcurrent plans and strategies, management’s assumptions and expectations about future events, and market conditions, and reflect ourcurrent assessment of the risks and uncertainties related to our business and are made as of the date of this report. There can be noassurance that actual future results, performance or achievements of, or trends affecting, us will not differ materially from any futureresults, performance, achievements or trends expressed or implied by such forward-looking statements. Forward-looking statementsare subject to a number of risks and uncertainties that could cause actual results to differ materially