Filing Overview
Spruce Power Holding Corp. filed a Form 8-K regarding an NYSE continued-listing deficiency. The earliest reported event occurred on March 28, 2023; the filing was signed March 31, 2023. The company’s common stock trades on the NYSE under the symbol SPRU.
Business Context and Reporting Period
The filing addresses the company’s compliance with NYSE listing standards. It is not an earnings or periodic financial report and does not provide a reporting-period income statement, balance sheet, or cash-flow results.
Financial and Operating Metrics
- Revenue, net income, operating margins, cash flow, debt, liquidity, and other financial metrics: the filing text does not provide clear values.
- The filing does not disclose a quantified financial impact from the listing deficiency.
Material Change and Listing Deficiency
On March 28, 2023, the company was notified by the NYSE that it was not in compliance with Section 802.01C of the NYSE Listed Company Manual because its average closing share price was below $1.00 for 30 consecutive trading days.
- The company stated that it would notify the NYSE by April 11, 2023 that it intended to cure the deficiency.
- The company has a six-month cure period following receipt of the NYSE notice.
- Compliance may be regained if, on the last trading day of a calendar month during the cure period, the stock has both a closing price of at least $1.00 and a 30-trading-day average closing price of at least $1.00.
- The stock was expected to remain listed and traded on the NYSE during the cure period, subject to compliance with other listing standards.
Outlook, Risks, and Unusual Items
Management stated that it would consider all available alternatives if necessary to cure the stock-price deficiency. The principal risk is failure to regain compliance within the applicable cure period or failure to satisfy other NYSE continued-listing standards, which could result in delisting.
The filing’s forward-looking statements are subject to risks described in the company’s Annual Report on Form 10-K filed March 30, 2023, prior Form 10-Q filings, and future SEC filings. The filing does not provide specific financial guidance.
Key Facts for Investors to Verify
- Whether the company timely notified the NYSE of its intended cure plan by April 11, 2023.
- Whether the stock achieved both the required daily closing price and 30-trading-day average price during the cure period.
- Whether the NYSE imposed additional conditions or ultimately restored or revoked compliance.
- Whether any corporate actions, including a reverse stock split or other alternatives, were used to address the deficiency.
- The company’s liquidity, capitalization, and other risk factors in its Form 10-K and subsequent periodic filings.