Business Context and Reporting Period
Company: Spruce Power Holding Corp (SPRU)
Filing Type: Form 8-K (Current Report)
Date of Report: January 30, 2025 (Signed February 5, 2025)
Primary Event: Item 4.01 - Changes in Registrant's Certifying Accountant.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the administrative change of the independent registered public accounting firm.
Material Changes
- Dismissal of Auditor: Deloitte & Touche LLP was dismissed as the independent registered public accounting firm effective upon completion of the audit for the fiscal year ended December 31, 2024.
- Appointment of New Auditor: CohnReznick LLP was appointed as the new independent registered public accounting firm, subject to customary client acceptance procedures.
- Approval: The change was approved by the Audit Committee and the Board of Directors.
Management Commentary, Risks, and Contingencies
Reason for Change and Reportable Events:
The filing discloses no disagreements with Deloitte regarding accounting principles or auditing scope. However, it identifies "reportable events" related to material weaknesses in internal control over financial reporting previously disclosed in the 2023 Form 10-K. These weaknesses include:
- Maintaining an effective control environment and control activities (COSO Framework).
- Review and approval of manual journal entries and segregation of duties.
- Accounting for complex transactions, including business combinations and the SEMTH master lease agreement.
- Revenue recognition under ASC 606, specifically regarding contract review at inception/acquisition.
Consultations: The Company confirmed no consultations with CohnReznick regarding accounting principles or disagreements prior to their appointment.
Investor Verification Checklist
- Verify the status of the audit for the fiscal year ended December 31, 2024, now being completed by CohnReznick.
- Review the Company's remediation plan for the material weaknesses in internal controls over financial reporting listed in the 2023 10-K.
- Confirm the completion of CohnReznick's client acceptance procedures.
- Examine the letters from Deloitte (Exhibit 16.1) and CohnReznick (Exhibit 16.2) filed with the SEC for any additional disclosures.