Spruce Power Holding Corporation Form 8-K Summary
Business context and reporting period
Spruce Power Holding Corporation filed a Current Report on Form 8-K dated March 30, 2023, relating to a change in its independent registered public accounting firm. The filing was signed on April 5, 2023. No operating-period financial results were reported.
Material change
- Effective March 30, 2023, the Audit Committee approved the dismissal of Marcum LLP and the appointment of Deloitte & Touche LLP as the Company’s new independent registered public accounting firm, subject to Deloitte’s customary client acceptance procedures.
- Marcum’s audit reports on the Company’s financial statements for the years ended December 31, 2022 and 2021 contained no adverse opinion, disclaimer, or qualification relating to uncertainty, audit scope, or accounting principles.
- During the two most recent fiscal years and through March 30, 2023, the Company reported no disagreements with Marcum regarding accounting principles, financial statement disclosure, or audit scope and procedures.
Financial metrics, liquidity, and other items
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating and financial metrics.
Controls, risks, and contingencies
- Marcum concurred with the Company’s assessment of material weaknesses in internal control over financial reporting as of December 31, 2021 and December 31, 2022.
- Marcum had not provided its required letter to the SEC regarding the Company’s disclosures as of the filing date. The Company stated that it would file an amendment promptly after receiving the letter.
- The appointment of Deloitte remained subject to completion of customary client acceptance procedures.
- The Company stated that it had not consulted Deloitte during 2022, 2021, or the interim period through March 30, 2023 regarding the matters specified in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Investor verification points
- Verify completion of Deloitte’s client acceptance procedures and any subsequent amendment containing Marcum’s SEC letter.
- Review the Company’s remediation plans and subsequent reporting regarding the material weaknesses in internal control over financial reporting.
- Consult subsequent filings for financial results, liquidity, debt, operating performance, and any additional auditor-related developments.