SPRU / Spruce Power Holding Corporation - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Spruce Power Holding Corporation
US ˙ NYSE

Grundläggande statistik
LEI 549300W71XJ8DIF9RQ35
CIK 1772720
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Spruce Power Holding Corporation
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
August 12, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 o TRANSITION REPORT PU

Table of Contents inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2025 Spruce Power Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2025 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (C

August 11, 2025 EX-99.1

Spruce Power Reports Second Quarter 2025 Results Revenue Surges 48% Solid Balance Sheet with $90 million cash equal to $5.07 per share

Spruce Power Reports Second Quarter 2025 Results Revenue Surges 48% Solid Balance Sheet with $90 million cash equal to $5.

June 30, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2025 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Com

June 30, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 6 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2025 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 6 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2025 (November 22, 2024) Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or oth

June 30, 2025 EX-99.1

Spruce Power Announces Results from 2025 Annual Meeting of Stockholders and Election of Directors

Exhibit 99.1 Spruce Power Announces Results from 2025 Annual Meeting of Stockholders and Election of Directors June 25, 2025 DENVER, COLORADO – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, announced today that all proposals at the Annual Meeting of Stockholders held on June 24, 2

June 13, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 5 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2025 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 5 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2025 (November 22, 2024) Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or oth

June 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2025 Spruce Power Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2025 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Comm

June 11, 2025 EX-99.1

Spruce Power Announces Appointment of Interim Chief Financial Officer

Spruce Power Announces Appointment of Interim Chief Financial Officer DENVER, COLORADO – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”) is pleased to announce the appointment of Thomas Cimino as Interim Chief Financial Officer (“CFO”), effective June 5, 2025.

May 21, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)

May 15, 2025 EX-99.1

Spruce Power Reports First Quarter 2025 Results

Spruce Power Reports First Quarter 2025 Results DENVER, COLORADO (May 14, 2025) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the first quarter ended March 31, 2025.

May 15, 2025 8-K/A

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 (May 14, 2025) Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jur

May 14, 2025 EX-99.1

Spruce Power Announces $50 Million Share Repurchase Program

Spruce Power Announces $50 Million Share Repurchase Program DENVER, COLORADO – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce”) today announced that its board of directors has authorized share repurchase program (the "Share Repurchase Program") to repurchase up to $50 million of Spruce’s common stock on or before May 15, 2027, beginning upon the expiry of its current share repurchase program on May 15, 2025.

May 14, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2025 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Comm

May 14, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 13, 2025 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Comm

May 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 o TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 0

May 14, 2025 EX-99.1

Spruce Power Reports First Quarter 2025 Results

Spruce Power Reports First Quarter 2025 Results DENVER, COLORADO (May 14, 2025) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the first quarter ended March 31, 2025.

May 6, 2025 EX-99

Spruce Power Announces Chief Financial Officer Transition

Spruce Power Announces Chief Financial Officer Transition DENVER, COLORADO – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”) today announced that Sarah Wells, Chief Financial Officer (“CFO”), has resigned, effective May 14, 2025, to pursue other opportunities.

May 6, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2025 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Co

April 30, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 4 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 4 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2025 (November 22, 2024) Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or ot

April 11, 2025 EX-16.1

Letter from CohnReznick LLP to the Securities and Exchange Commission dated

Exhibit 16.1 April 10, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K/A dated April 7, 2025, of Spruce Power Holding Corporation and are in agreement with the statements contained therein about our Firm. /s/CohnReznick LLP

April 11, 2025 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 7, 2025 (January 30, 2025) Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or othe

April 4, 2025 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2025 (January 30, 2025) Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or oth

April 4, 2025 EX-16.1

Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated April 3, 2025

April 3, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Spruce Power Holding Corporation's Form 8-K/A dated April 3, 2025, and have the following comments: 1.We agree with the statements made in the first sentence of the first paragraph, as well as the second, third, fourth, and fifth paragraphs. 2.We have no basis

March 31, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2025 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Co

March 31, 2025 EX-4.1

Description of Registered Securities

Exhibit 4.1 SPRUCE POWER HOLDING CORPORATION DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the filing date of the Annual Report on Form 10-K (the “Form 10-K”) of which this exhibit is part, Spruce Power Holding Corporation, a Delaware corporation (“Company,” “we,” “us,” or “our”), has one class of securities registered pursuant to Section

March 31, 2025 EX-21

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of Registrant Name Percentage Ownership State of Organization Ampere Solar Manager IV, LLC 100% Delaware Ampere Solar Owner 1, LLC 100% Delaware Ampere Solar Owner IV, LLC 100% Delaware Kilowatt OBS Owner 1, LLC 100% Delaware KWS Solar Term Borrower 1, LLC 100% Delaware KWS Solar Term Borrower 2, LLC 100% Delaware KWS Solar Term Borrower 3, LLC 100% Delaware KWS Solar Term

March 31, 2025 EX-10.25

xecutive Severan

Exhibit 10.25 SPRUCE POWER HOLDING CORPORATION EXECUTIVE SEVERANCE PLAN PLAN DOCUMENT AND SUMMARY PLAN DESCRIPTION Effective as of August 6, 2024 1.Establishment of Plan. Spruce Power Holding Corporation (the “Company”) hereby establishes an unfunded severance benefits plan (this “Plan”) that is intended to be a welfare benefit plan within the meaning of Section 3(1) of ERISA. This Plan is in effe

March 31, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 o TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-389

March 31, 2025 EX-19.1

Spruce Power Holding Corporation

Exhibit 19.1 Spruce Power Holding Corp. INSIDER TRADING POLICY (Effective December 21, 2020, revised February 25, 2025) TABLE OF CONTENTS Page I.The Need for an Insider Trading Policy 2 II.What is Material Non-Public Information? 2 III.The Consequences of Insider Trading 4 IV.Our Policy 5 General Prohibition on Trading 5 Transactions by Family Members, Others in Your Household and Entities You Con

March 31, 2025 EX-97

Spruce Power Holding Corporation Clawback Policy

Exhibit 97 SPRUCE POWER HOLDING CORPORATION CLAWBACK POLICY (adopted as of December 1, 2023, and amended as of February 25, 2025) I.

March 31, 2025 EX-99.1

Spruce Power Reports Fourth Quarter and Full-Year 2024 Results

Spruce Power Reports Fourth Quarter and Full-Year 2024 Results DENVER, COLORADO (March 31, 2025) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the fourth quarter and year ended December 31, 2024.

March 5, 2025 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2025 (November 22, 2024) Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdict

February 10, 2025 EX-99.1

RESIDENTIAL SOLAR PORTFOLIO OF NEW JERSEY RESOURCES CORPORATION ABBREVIATED FINANCIAL STATEMENTS AS OF AND FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2024 AND 2023

RESIDENTIAL SOLAR PORTFOLIO OF NEW JERSEY RESOURCES CORPORATION ABBREVIATED FINANCIAL STATEMENTS AS OF AND FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2024 AND 2023 INDEX Glossary of Key Terms 1 Independent Auditor’s Report 2 Statements of Assets Acquired and Liabilities Assumed as of September 30, 2024 and 2023 4 Statements of Revenues and Direct Expenses for the Fiscal Years Ended September 30, 202

February 10, 2025 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On November 22, 2024, Spruce Power 5, LLC (“SP5”), a wholly owned subsidiary of Spruce Power Holding Corporation (“Spruce” or the “Company”), entered into an Asset Purchase Agreement (“APA”) with NJR Clean Energy Ventures II Corporation (“CEV”), a subsidiary of New Jersey Resources Corporation (“NJR”), pursuant to which, on t

February 10, 2025 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2025 (November 22, 2024) Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdict

February 5, 2025 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2025 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (

February 5, 2025 EX-16.2

Letter from CohnReznick LLP to the Securities and Exchange Commission dated February 5, 2025

Exhibit 16.2 February 5, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated February 5, 2025, of Spruce Power Holding Corporation and are in agreement with the statements contained in paragraph six and seven therein about our Firm. We have no basis to agree or disagree with the statements in paragraphs one

February 5, 2025 EX-16.1

Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated February 5, 2025

Exhibit 16.1 February 5, 2025 Securities and Exchange Commission 100 F Street, N.E. Deloitte & Touche LLP Suite 4500 1111 Bagby Street Houston, TX 77002-2591 USA Tel: +1 713-982-2000 Washington, D.C. 20549-7561 Dear Sirs/Madams: Fax: +1 713-982-2001 www.deloitte.com We have read Item 4.01 of Spruce Power Holding Corporation's Form 8-K dated February 5, 2025, and have the following comments: 1.We a

February 4, 2025 8-K/A

Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2025 (November 22, 2024) Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdicti

November 26, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2024 Spruce Power Ho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2024 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation)

November 26, 2024 EX-99.1

-Deal Grows Spruce’s Home Solar Assets and Contracts by ~13% to ~85,000- -Accelerates Operating Efficiencies to Enhance Customer Experience and Shareholder Value-

Spruce Power Announces Acquisition of Residential Solar Portfolio from NJR Clean Energy Ventures, Adding Nearly 9,800 Customers in New Jersey -Deal Grows Spruce’s Home Solar Assets and Contracts by ~13% to ~85,000- -Accelerates Operating Efficiencies to Enhance Customer Experience and Shareholder Value- DENVER, COLORADO – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”) today announced the acquisition of a residential solar portfolio from NJR Clean Energy Ventures (“CEV”), a subsidiary of New Jersey Resources Corporation (NYSE: NJR), for $132.

November 26, 2024 EX-10.1

, among Spruce Power 5 Borrower 2024, LLC, as Borrower, Banco Santander, S.A., New York Branch, as Facility Agent, Computershare Trust Company, National Association, as Collateral Agent, as Paying Agent and as Securities Intermediary and The Lenders from time to time party

Exhibit 10.1 Execution Version Credit Agreement dated as of November 22, 2024 among Spruce Power 5 Borrower 2024, LLC, as Borrower, Banco Santander S.A., New York Branch, as Facility Agent, Computershare Trust Company, National Association, as Collateral Agent, as Paying Agent and as Securities Intermediary and the Lenders from time to time party hereto Table of Contents i ii iii CREDIT AGREEMENT

November 26, 2024 EX-2.1

Asset Purchase Agreement by and between NJR Clean Energy Ventures II Corporation, as Seller, and Spruce Power 5, LLC, as Buyer, dated as of November 22, 2024

Exhibit 2.1 Execution ASSET PURCHASE AGREEMENT BY AND BETWEEN NJR CLEAN ENERGY VENTURES II CORPORATION, AS SELLER, AND SPRUCE POWER 5, LLC, AS BUYER, DATED AS OF NOVEMBER 22, 2024 TABLE OF CONTENTS Page i TABLE OF CONTENTS (continued) Page ii TABLE OF CONTENTS (continued) Page iii ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 22, 2024 (the “Closing

November 20, 2024 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2024 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation)

November 20, 2024 EX-99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE XL FLEET (PIVOTAL) STOCKHOLDER LITIGATION Consol. C.A. No. 2021-0808-KJSM STIPULATION AND AGREEMENT of settlement, compromise, and release This Stipulation and Agreement of Settlement, Compromise, and Release, dated November 13, 2024 (with the Exhibits hereto, the “Stipulation,” and the settlement contemplated hereby, the “Settle

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 o TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38971 Spruce Power Holding Corporation (Exact name of Registrant as specified in its Charter) Delaware 83-4109918 (State or other jurisdiction of incorporation or organization) (I.

November 13, 2024 EX-99.1

Spruce Power Reports Third Quarter 2024 Results

Spruce Power Reports Third Quarter 2024 Results DENVER, COLORADO (November 13, 2024) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the third quarter ended September 30, 2024.

November 13, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2024 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation)

August 20, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2024 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (C

August 16, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 Spruce Power Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (C

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 o TRANSITION REPORT PURS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38971 Spruce Power Holding Corporation (Exact name of Registrant as specified in its Charter) Delaware 83-4109918 (State or other jurisdiction of incorporation or organization) (I.

August 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2024 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (C

August 14, 2024 EX-10.4

Amended Offer Letter, dated June 13, 2024, by and between Spruce Power Holding Corporation and Sarah Wells

June 13, 2024 Sarah Wells Via Email Dear Sarah: We value your continued support of, and service to, Spruce Power (the “Company”).

August 14, 2024 EX-10.1

Amended and Restated At-will Employment, Confidential Information Invention Assignment, and Arbitration Agreement, dated January 1, 2022, by and between Solar Service Experts and Jonathan M. Norling

ENERGY SERVICE EXPERTS AMENDED AND RESTATED AT-WILL EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT This Amended and Restated At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (this “Agreement”) is made by and between Solar Service Experts, LLC, d/b/a Energy Service Experts (the “Company”), on behalf of itself, its parent, subsidiaries, affiliates, successors, and assigns (together with the Company, the “Company Parties”), and Jonathan M.

August 14, 2024 EX-10.2

Executive Employment Agreement, dated April 12, 2024, by and between Spruce Power Holding Corporation and Christopher Hayes

April 12, 2024 Christopher Hayes Re: CEO Offer Letter Dear Christopher: This offer letter (this “Offer Letter”) memorializes the agreement between you and Spruce Power Holding Corporation (the “Company”) regarding your appointment as President and Chief Executive Officer of the Company.

August 14, 2024 EX-10.3

Executive Separation Agreement, dated April 12, 2024, by and between Spruce Power Holding Corporation and Christian Fong

April 12, 2024 Mr. Christian Fong Re: Separation from Employment Dear Christian: As we have discussed, your employment with Spruce Power, Inc. (the “Company”) has ended effective April 12, 2024 (the “Separation Date”). The purpose of this letter agreement (the “Separation Agreement”) is to set forth the terms of your separation from the Company. Provision of the Separation Benefits referenced in S

August 14, 2024 EX-99.1

Spruce Power Reports Second Quarter 2024 Results

Spruce Power Reports Second Quarter 2024 Results DENVER, COLORADO (August 14, 2024) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the second quarter ended June 30, 2024.

July 1, 2024 EX-99.1

Spruce Power Announces $130 Million Debt Financing

Spruce Power Announces $130 Million Debt Financing DENVER, COLORADO- -(BUSINESS WIRE)- - Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today announced that certain of its subsidiaries have closed on a $130 million non-recourse debt facility (the “New Debt Facility”) provided by Barings LLC (“Barings”).

July 1, 2024 EX-10.1

Borrower, Barings GPSF LLC, as Facility Agent for the financial institutions that may from time to time become parties hereto as Lenders, Com

EXECUTION COPY Credit Agreement dated as of June 26, 2024 among SPRUCE SET BORROWER 2024, LLC, as Borrower, BARINGS GPSF LLC, as Facility Agent for the financial institutions that may from time to time become parties hereto as Lenders, Computershare Trust Company, National Association, as Collateral Agent and as Paying Agent and Lenders from time to time party hereto 765544882 24763500 Table of Co

July 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2024 Spruce Power Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2024 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Comm

June 25, 2024 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement ☐Confide

June 24, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2024 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Com

June 24, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant □ Filed by a Party other than the Registrant ☒ Check the appropriate box: □ Preliminary Proxy Statement □ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) □ Defin

June 24, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement ☐Confiden

June 24, 2024 EX-99.1

Spruce Power Announces New Director

Spruce Power Announces New Director DENVER- -(BUSINESS WIRE)- - Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, announced today that it has appointed Clara Nagy McBane to serve as a new member of its Board of Directors (the “Board”) effective immediately.

June 24, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement ☐Confiden

June 24, 2024 EX-10.1

Cooperation Agreement, dated June 21, 2024, by and among Spruce Power Holding Corporation, Clayton Capital Appreciation Fund, L.P. and Clayton Partners LLC

COOPERATION AGREEMENT This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of June 21, 2024, by and among Spruce Power Holding Corporation, a Delaware corporation (the “Company”), on the one hand, and Clayton Capital Appreciation Fund, L.

May 31, 2024 PRRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A / A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A / A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 o TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38971 Spruce Power Holding Corporation (Exact name of Registrant as specified in its Charter) Delaware 83-4109918 (State or other jurisdiction of incorporation or organization) (I.

May 15, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2024 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Comm

May 15, 2024 EX-99.1

Spruce Power Reports First Quarter 2024 Results

Spruce Power Reports First Quarter 2024 Results DENVER, COLORADO (May 15, 2024) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the quarter ended March 31, 2024.

May 7, 2024 EX-99.1

Spruce Power Announces Notice of Pendency and Proposed Settlement of Stockholder Derivative Matters

Spruce Power Announces Notice of Pendency and Proposed Settlement of Stockholder Derivative Matters DENVER, COLORADO (May 6, 2024) – Spruce Power Holding Corporation (NYSE: SPRU) has released the following notice according to THE UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS: THE UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS VAL KAY, Derivatively on Behalf of Nominal Defendant XL FLEET CORP.

May 7, 2024 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2024 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commi

April 29, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 [ ] TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38971 Spruce Power Holding Corporation (Ex

April 29, 2024 EX-14.1

Spruce Power Holding Corporation Corporate Code of Conduct and Whistle

Exhibit 14.1 SPRUCE POWER HOLDING CORP. CORPORATE CODE OF CONDUCT AND WHISTLEBLOWER POLICY INTRODUCTION Spruce Power Holding Corp. (“we” or the “Company”) has adopted this Corporate Code of Conduct (the “Code”) and Whistleblower Policy (the “Policy”) to provide our stakeholders, as defined below, with a clear understanding of the principles of business conduct and ethics that are expected at the C

April 26, 2024 PX14A6G

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITION (VOLUNTRY SUBMISSION)

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITION (VOLUNTRY SUBMISSION) NAME OF REGISTRANT: Spruce Power Holding Corporation NAME OF PERSON RELYING ON EXEMPTION: Shawn Kravetz ADDRESS OF PERSON RELYING ON EXEMPTION: Esplanade Capital LLC, 1330 Boylston Street, 6th Floor, Chestnut Hill, Massachusetts 02467 Written materials are submitted pursuant to Rule 14a-6(g)(1

April 25, 2024 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 April 12, 2024 Date of Report (Date of earliest event reported) Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.

April 18, 2024 DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 17, 2024 PREC14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

April 15, 2024 EX-99.1

Spruce Power Holding Corporation Announces Leadership Changes Chairman of the Board Chris Hayes Appointed as President & CEO Dr. Audrey Lee joins the Board of Directors

Exhibit 99.1 Spruce Power Holding Corporation Announces Leadership Changes Chairman of the Board Chris Hayes Appointed as President & CEO Dr. Audrey Lee joins the Board of Directors DENVER‒April 15, 2024 ‒Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today announced that Chris Hay

April 15, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2024 Spruce Power Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2024 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Co

April 9, 2024 EX-10.7

Spruce Power Holding Corp. 2020 Equity Incentive Plan Form of Restricted Stock Unit Agreement.

Exhibit 10.7 Restricted Stock Unit No. SPRUCE POWER HOLDING CORP. Restricted Stock Unit Award Grant Notice Restricted Stock Unit Award Grant under the Company’s 2020 Equity Incentive Plan 1.Name and Address of Participant: 2.Date of Grant of Restricted Stock Unit Award: 3.Maximum Number of Shares underlying Restricted Stock Unit Award: 4.Vesting of Award: This Restricted Stock Unit Award shall ves

April 9, 2024 EX-21

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of Registrant Name Percentage Ownership State of Organization Spruce Holding Company 1 LLC 100% Delaware Spruce Holding Company 2 LLC 100% Delaware Spruce Holding Company 3 LLC 100% Delaware Spruce Manager, LLC 100% Delaware Spruce Home 2, LLC 100% Delaware Spruce Asset Management, LLC 100% Delaware Spruce Capital & Trading, LLC 100% Delaware Spruce Sequoia, LLC 100% Delaware Spruce Servicing, LLC 100% Delaware Spruce Maple, LLC 100% Delaware Spruce IP Properties, LLC 100% Delaware Spruce Power Pledgor, LLC 100% Delaware Catania Solar, LLC 100% Delaware Spruce Market, LLC 100% Delaware Solar Service Experts, LLC (dba Spruce Power) 100% Delaware Spruce Lending, Inc.

April 9, 2024 EX-10.6

Spruce Power Holding Corp. 2020 Equity Incentive Plan Form of Stock Option Agreement.

Exhibit 10.6 Option No. SPRUCE POWER HOLDING CORP. Stock Option Grant Notice Stock Option Grant under the Company’s 2020 Equity Incentive Plan 1.Name and Address of Participant: 2.Grant Date: 3.Type of Grant: 4.Maximum Number of Shares for which this Option is exercisable: 5.Exercise (purchase) price per share: 6.Option Expiration Date: 7.Vesting Start Date: 8.Vesting Schedule: This Option shall b

April 9, 2024 EX-97

pruce Power Holding Corp

Exhibit 97 SPRUCE POWER HOLDING CORPORATION CLAWBACK POLICY (adopted as of December 1, 2023) INTRODUCTION The Board of Directors (the “Board”) of Spruce Power Holding Corporation (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's pay-for-performance compensation philosophy.

April 9, 2024 EX-10.5

Spruce Power Holding Corp. 2020 Equity Incentive Plan.

EX-10.5 SPRUCE POWER HOLDING CORP. 2020 EQUITY INCENTIVE PLAN Exhibit 10.5 SPRUCE POWER HOLDING CORP. 2020 EQUITY INCENTIVE PLAN 1.DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Spruce Power Holding Corp. 2020 Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegate

April 9, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 o TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38971 Spruce Power Holding Corporation (Exact name of Registrant as specified in its Charter) Delaware 83-4109918 (State or other jurisdiction of incorporation or organization) (I.

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023.

March 14, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2024 Spruce Power Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2024 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Co

March 14, 2024 EX-99.1

Spruce Power Reports Fourth Quarter and Full-Year 2023 Results

Spruce Power Reports Fourth Quarter and Full-Year 2023 Results DENVER, COLORADO (March 14, 2024) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the fourth quarter and year ended December 31, 2023.

January 22, 2024 EX-99.1

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

Exhibit 99.1 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK In re XL Fleet Corp. Securities Litigation Case No. 1:21-cv-02002-JLR STIPULATION AND AGREEMENT of settlement This Stipulation and Agreement of Settlement, dated as of December 6, 2023 (the “Stipulation”) is entered into between (a) Court-appointed lead plaintiff Delton Rowe (“Lead Plaintiff”) and additional plaintiffs Jeffrey

January 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2024 SPRUCE POWER HOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 18, 2024 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (

November 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2023 SPRUCE POWER HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2023 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation)

November 13, 2023 EX-99.1

Spruce Power Announces Record Revenue in Third Quarter 2023 Earnings Results

Spruce Power Announces Record Revenue in Third Quarter 2023 Earnings Results DENVER, COLORADO (November 9, 2023) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the quarter ended September 30, 2023.

November 13, 2023 EX-10.1

Amended and Restated Credit Agreement, dated August 18, 2023 among Spruce Power 2, LLC, as Borrower, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company as Administrative Agent and the Issuing Bank, and the lenders from time to time party thereto.

Execution Version SECOND AMENDED AND RESTATED CREDIT AGREEMENT among SPRUCE POWER 2, LLC, as Borrower, SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company as Administrative Agent, SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company as Issuing Bank, and The Lenders From Time to Time Party Hereto dated as of August 18, 2023 SILICON VALLEY BANK, a division of First-Citizens Bank & Trust Company as Sole Lead Arranger and Sole Bookrunner ii TABLE OF CONTENTS ARTICLE I.

November 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 Spruce Power Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (

November 13, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 o TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38971 Spruce Power Holding Corporation (Exact name of Registrant as specified in its Charter) Delaware 83-4109918 (State or other jurisdiction of incorporation or organization) (I.

October 6, 2023 EX-3.1

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPRUCE POWER HOLDING CORPORATION SPRUCE POWER HOLDING CORPORATION (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: FIRST: A resolution was duly adopted by the Board of Directors

October 6, 2023 EX-99.1

Spruce Power Announces Reverse Stock Split 1-for-8 reverse stock split of Spruce’s common stock approved by stockholders Spruce’s common stock anticipated to begin trading on a split-adjusted base on October 9, 2023

Exhibit 99.1 Spruce Power Announces Reverse Stock Split 1-for-8 reverse stock split of Spruce’s common stock approved by stockholders Spruce’s common stock anticipated to begin trading on a split-adjusted base on October 9, 2023 DENVER, COLORADO (October 2, 2023) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy as

October 6, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 2, 2023 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (C

October 4, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2023 SPRUCE POWER H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2023 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation)

October 4, 2023 EX-99.1

UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION

Exhibit 99.1 UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 11247 / September 28, 2023 SECURITIES EXCHANGE ACT OF 1934 Release No. 98612 / September 28, 2023 ADMINISTRATIVE PROCEEDING File No. 3-21748 In the Matter of SPRUCE POWER HOLDING CORPORATION, Respondent. ORDER INSTITUTING CEASE-AND-DESIST PROCEEDINGS PURSUANT TO SECTION 8A OF THE

August 23, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary proxy statement ☐ Confidential, for use of

August 23, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

August 11, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38971 Spruce Power Holding Corporation (Exact name of Registrant as specified in its Charter) Delaware 83-4109918 (State or other jurisdiction of incorporation or organization) (I.

August 10, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 SPRUCE POWER HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (C

August 10, 2023 EX-99.1

Press Release of Spruce Power Holding Corporation, issued August 10, 2023.

Exhibit 99.1 Spruce Power Announces Record Net Income in Second Quarter 2023 Earnings Results DENVER, COLORADO (August 10, 2023) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the quarter ended June 30, 2023. Business Highlights ● Reported 2Q

August 10, 2023 EX-99.1

Spruce Power Announces Record Net Income in Second Quarter 2023 Earnings Results

Exhibit 99.1 Spruce Power Announces Record Net Income in Second Quarter 2023 Earnings Results DENVER, COLORADO (August 10, 2023) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the quarter ended June 30, 2023. Business Highlights ● Reported 2Q

August 10, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 SPRUCE POWER HOLD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (C

August 9, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

August 4, 2023 EX-99.1

Joint Filing Agreement

EX-99.1 2 brhc20057054ex99-1.htm EXHIBIT 1 Exhibit 1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, $0.00

August 4, 2023 SC 13G/A

SPRU / Spruce Power Holding Corporation - Class A / Mgg Investment Group Lp - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 2)* SPRUCE POWER HOLDING CORPORATION** (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 9837FR 100 (CUSIP Number) December 31,

June 7, 2023 EX-99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On March 23, 2023, Spruce Power Holding Corporation (the “Company” or "Spruce") completed the acquisition of all the issued and outstanding interests in SS Holdings 2017, LLC (“SS Holdings”) from certain funds managed by HPS Investment Partners, LLC (“HPS”), pursuant to a Membership Interest Purchase And Sale Agreement (“Purc

June 7, 2023 EX-99.1

SS Holdings 2017, LLC and subsidiaries Consolidated Financial Statements as of and for the Year Ended November 30, 2022 and Independent Auditor’s Report Exhibit 99.1 SS HOLDINGS 2017, LLC AND SUBSIDIARIES TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S

ssholdings2017llcissuedf SS Holdings 2017, LLC and subsidiaries Consolidated Financial Statements as of and for the Year Ended November 30, 2022 and Independent Auditor’s Report Exhibit 99.

June 7, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 Spruce Power Hol

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (

May 25, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2023 SPRUCE POWER HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2023 SPRUCE POWER HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission

May 18, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 O

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38971 Spruce Power Holding Corporation (Exact name of Registrant as specified in its Charter) Delaware 83-4109918 (State or other jurisdiction of incorporation or organization) (I.

May 15, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 SPRUCE POWER HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Comm

May 15, 2023 EX-99.1

Spruce Power Reports First Quarter 2023 Results

Exhibit 99.1 Spruce Power Reports First Quarter 2023 Results DENVER, COLORADO (May 15, 2023) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the quarter ended March 31, 2023. Business Highlights ● Added cash flows from 22,500 residential solar

May 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023.

May 12, 2023 EX-10.1

Offer Letter, dated October 25, 2018, by and between Spruce Lending Inc. and Sarah Weber Wells

Exhibit 10.1 October 25, 2018 Sarah Wells Via Email Address Dear Sarah: On behalf of Spruce Finance Inc. (“Spruce”) and its subsidiary Spruce Lending, Inc. (“Spruce Lending”), I am pleased to extend to you our offer of employment. This offer supersedes any prior representations or understandings, whether expressed orally or in writing. The terms of your employment with Spruce Lending will be as fo

May 12, 2023 EX-10.2

Enhanced Severance Letter, dated April 27, 2022, between the Company and Sarah Weber Wells

Exhibit 10.2 April 27, 2022 Sarah Wells Via Email Dear Sarah: We value your continued support of, and service to, Spruce Power (the “Company”). In recognition of your continued commitment to the Company, I am pleased to provide you with this letter (this “Letter”) amending your offer letter with the Company to provide for the below separation benefits. Separation Benefits In the event that the Com

May 12, 2023 8-K

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Comm

April 21, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 21, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

April 21, 2023 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2023 SPRUCE POWER HOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 19, 2023 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (

April 7, 2023 8-K/A

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2023 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (

April 7, 2023 EX-16.1

Letter of Marcum LLP dated April 4, 2023 concerning change in the registrant's certifying accountant

Exhibit 16.1 April 5, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Spruce Power Holding Corporation under Item 4.01 of its Form 8-K dated April 5, 2023. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Spruce Power Holding Co

April 5, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2023 SPRUCE POWER HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 30, 2023 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Co

March 31, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2023 SPRUCE POWER HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2023 SPRUCE POWER HOLDING CORP (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commissio

March 31, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2023 SPRUCE POWER HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2023 SPRUCE POWER HOLDING CORP (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commissio

March 31, 2023 EX-99.1

Spruce Power Holding Corp. Receives Notice Regarding NYSE Continued Listing Standard

Exhibit 99.1 Spruce Power Holding Corp. Receives Notice Regarding NYSE Continued Listing Standard DENVER, COLORADO (March 31, 2023) – Spruce Power Holding Corp. (NYSE: SPRU) (“Spruce Power” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today announced that on March 28, 2023, it received a notice from the New York Stock Exchange (“NYSE”

March 31, 2023 EX-99.1

Spruce Power Holding Corp. Receives Notice Regarding NYSE Continued Listing Standard

Exhibit 99.1 Spruce Power Holding Corp. Receives Notice Regarding NYSE Continued Listing Standard DENVER, COLORADO (March 31, 2023) – Spruce Power Holding Corp. (NYSE: SPRU) (“Spruce Power” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today announced that on March 28, 2023, it received a notice from the New York Stock Exchange (“NYSE”

March 30, 2023 EX-10.22

Offer Letter, dated as of May 18, 2022, by and between XL Fleet Corp. and Stacey Constas

offerletter-staceyconsta )&Fleet,. ,-d\opdi ls,zozz \Yt Stacey Constas 25 Wave Avenue Wakefield, MA 01880 Dear Stacey, On behalf of XL Fleet {the.Compan/) I am pleased to offeryou a position as General Counsel rcporting directly to the Chief Executive Officer. This letter (the -Offer Letts/) describes the terms and conditions of your omployrnent with the Company, subject to the approval of the Com

March 30, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ¨ TRANSITION REPORT PURSUA

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-389

March 29, 2023 EX-10.1

Credit Agreement, dated as of June 10, 2022, among SET Borrower 2022, LLC, Deutsche Bank AG, New York Branch, as facility agent, Computershare Trust Company, National Association, as collateral agent and as paying agent, and the financial institutions from time to time party thereto as Lenders.

Exhibit 10.1 Execution Version Credit Agreement dated as of June 10, 2022 among Set Borrower 2022, LLC, as Borrower, Deutsche Bank Ag, New York Branch, as Facility Agent for the financial institutions that may from time to time become parties hereto as Lenders, Computershare Trust Company, National Association, as Collateral Agent and as Paying Agent and Lenders from time to time party hereto Tabl

March 29, 2023 EX-2.1

Membership Interest Purchase and Sale Agreement, dated as of March 23, 2023, among Spruce Power Holding Corporation, Mezzanine Partners III, L.P., AP Mezzanine Partners III, L.P., and SS Offshore, L.P.

Exhibit 2.1 Execution Version MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Dated as of March 23, 2023 by and among SPRUCE POWER HOLDING CORPORATION, as Buyer, MEZZANINE PARTNERS III, L.P., AP MEZZANINE PARTNERS III, L.P., and SS OFFSHORE, L.P., as Sellers, and HPS INVESTMENT PARTNERS, LLC, as the Sellers’ Representative TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS Section 1.1 Definitions 2 Sect

March 29, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 SPRUCE POWER HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Co

March 23, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 SPRUCE POWER HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 23, 2023 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Co

March 23, 2023 EX-99.1

Spruce Power Reports Fourth Quarter and Full Year 2022 Results

Exhibit 99.1 Spruce Power Reports Fourth Quarter and Full Year 2022 Results DENVER, COLORADO (March 23, 2023) – Spruce Power Holding Corporation (NYSE: SPRU) (“Spruce” or the “Company”), a leading owner and operator of distributed solar energy assets across the United States, today reported financial results for the quarter and full year ended December 31, 2022. Business Highlights ● Completed str

February 9, 2023 SC 13G/A

XL / XL Fleet Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: Spruce Power Holding Corp. Title of Class of Securities: Common Stock CUSIP Number: 9837FR100 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is f

February 2, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2023 SPRUCE POWER HOL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 1, 2023 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (

January 10, 2023 POS AM

As filed with the Securities and Exchange Commission on January 10, 2023

As filed with the Securities and Exchange Commission on January 10, 2023 Registration No.

December 21, 2022 EX-99.1

Spruce Power Announces Changes to its Board of Directors --Deb Frodl and Sarah Sclarsic Transition off Board Effective December 31, 2022-- --Chris Hayes Elected as Chair Effective January 1, 2023--

Exhibit 99.1 Spruce Power Announces Changes to its Board of Directors -Deb Frodl and Sarah Sclarsic Transition off Board Effective December 31, 2022- -Chris Hayes Elected as Chair Effective January 1, 2023- WIXOM, Michigan (December 21, 2022) ? Spruce Power (NYSE: SPRU) (?Spruce? or the ?Company?; formerly known as XL Fleet), a leading owner and operator of distributed solar energy assets across t

December 21, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 SPRUCE POWER HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2022 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation)

December 15, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2022 Spruce Power Ho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 14, 2022 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation)

December 15, 2022 EX-99.1

2

Exhibit 99.1 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our financial condition and results of operations. This discussion and analysis should be read together with our results of operations and financial cond

December 15, 2022 EX-99.2

Index to Consolidated Financial Statements

Exhibit 99.2 Item 8. Financial Statements and Supplementary Data. Our financial statements are presented beginning on page F-1 which appears following this caption. Index to Consolidated Financial Statements Page No. Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2021 and 2020 F-4 Consolidated Statements of Operations for the Years Ended

December 5, 2022 CORRESP

December 5, 2022

December 5, 2022 VIA EDGAR Ms. Clark and / or Ms. Erlanger Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, DC 20549 Re: Spruce Power Holding Corporation Form 10-K for the Year Ended December 31, 2021 Form 10-Q for the Quarter Ended September 30, 2022 Form 8-K furnished November 9, 2022 File No. 001-38971 Dear Ms. Clark and Ms. Erlanger: This lette

November 22, 2022 EX-99.2

Spruce Holding Company 1, LLC, Spruce Holding Company 2, LLC, Spruce Holding Company 3, LLC, and Spruce Manager, LLC Combined Consolidated Financial Statements Six Months Ended June 30, 2022 and 2021 Spruce Holding Company 1, LLC, Spruce Holding Comp

Exhibit 99.2 Spruce Holding Company 1, LLC, Spruce Holding Company 2, LLC, Spruce Holding Company 3, LLC, and Spruce Manager, LLC Combined Consolidated Financial Statements Six Months Ended June 30, 2022 and 2021 Spruce Holding Company 1, LLC, Spruce Holding Company 2, LLC, Spruce Holding Company 3, LLC, and Spruce Manager, LLC Index Page Combined Consolidated Financial Statements Combined Consoli

November 22, 2022 EX-99.1

Spruce Holding Company 1, LLC, Spruce Holding Company 2, LLC, Spruce Holding Company 3, LLC, and Spruce Manager, LLC Combined Consolidated Financial Statements and Independent Auditor’s Report December 31, 2021 and 2020 Spruce Holding Company 1, LLC,

Exhibit 99.1 Spruce Holding Company 1, LLC, Spruce Holding Company 2, LLC, Spruce Holding Company 3, LLC, and Spruce Manager, LLC Combined Consolidated Financial Statements and Independent Auditor?s Report December 31, 2021 and 2020 Spruce Holding Company 1, LLC, Spruce Holding Company 2, LLC, Spruce Holding Company 3, LLC, and Spruce Manager, LLC Index Page Independent Auditor?s Report 1 Combined

November 22, 2022 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2022 Spruce Power Holding Corporation (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdictio

November 22, 2022 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Spruce Power Holding Corporation (formerly known as XL Fleet Corp.) (together with its subsidiaries, ?the Company?) acquired 100% of the membership interests of Spruce Holding Company 1 LLC, Spruce Holding Company 2 LLC, Spruce Holding Company 3 LLC, and Spruce Manager LLC (collectively and together with their subsidiaries, ?

November 14, 2022 EX-3.1

Certificate of Amendment changing name of Registrant to Spruce Power Holding Corporation

Exhibit 3.1 Page 1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “XL FLEET CORP”, CHANGING ITS NAME FROM “XL FLEET CORP” TO “SPRUCE POWER HOLDING CORPORATION”, FILED IN THIS OFFICE ON THE TENTH DAY OF NOVEMBER, A.D. 2022, AT 11:33 O’CLOCK A.M. 7335729 8100 Aut

November 14, 2022 EX-3.2

Amended and Restated Bylaws, as amended as of November 10, 2022

Exhibit 3.2 Amended and Restated Bylaws of Spruce Power Holding Corporation (a Delaware corporation) Table of Contents Page Article I – Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II – Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Advance Notice Procedures for Business Brought before a Meeting 2 2.5 Advance Notice Proc

November 14, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 SPRUCE POWER HO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 SPRUCE POWER HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation)

November 9, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2022 XL FLEET CORP. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Nu

November 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 o TRANSITION REPORT PURSUANT TO SECTION

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38971 XL Fleet Corp.

November 9, 2022 EX-99.1

XL Fleet Announces Third Quarter 2022 Financial Results Following Recent Transformational Acquisition of Spruce Power

Exhibit 99.1 XL Fleet Announces Third Quarter 2022 Financial Results Following Recent Transformational Acquisition of Spruce Power WIXOM, MI, November 9, 2022 – XL Fleet Corp. (NYSE: XL) (“XL Fleet” or the “Company”), is a leading owner and operator of distributed solar energy assets across the United States, offering subscription-based services to more than 51,000 customers and making renewable e

October 28, 2022 EX-99.1

Enhanced Severance Payments pursuant to the Severance Policy

Exhibit 99.1 47000 Liberty Dr. Wixom, MI 48393 XLFleet.com 1-833-XL-FLEET October 26, 2022 Dear Ms. Constas: Thank you for your efforts in connection with the acquisition of Spruce Power (?Spruce?) by XL Fleet (the ?Company?). We expect our integration process following the acquisition to be completed on or before September 9, 2023 (the ?Integration Period?) and your efforts will be important to t

October 28, 2022 EX-99.1

Enhanced Severance Payments pursuant to the Severance Policy

Exhibit 99.1 47000 Liberty Dr. Wixom, MI 48393 XLFleet.com 1-833-XL-FLEET October 26, 2022 Dear Colleen: Thank you for your efforts in connection with the acquisition of Spruce Power (?Spruce?) by XL Fleet (the ?Company?). We expect our integration process following the acquisition to be completed on or before September 9, 2023 (the ?Integration Period?) and your efforts will be important to the c

October 28, 2022 EX-99.1

Enhanced Severance Payments pursuant to the Severance Policy

Exhibit 99.1 47000 Liberty Dr. Wixom, MI 48393 XLFleet.com 1-833-XL-FLEET October 26, 2022 Dear Don: Thank you for your efforts in connection with the acquisition of Spruce Power (“Spruce”) by XL Fleet (the “Company”). We expect our integration process following the acquisition to be completed on or before September 9, 2023 (the “Integration Period”) and your efforts will be important to the compl

October 28, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Nu

October 28, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2022 XL FLEET CORP. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Nu

October 28, 2022 8-K

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Nu

October 21, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 21, 2022 XL FLEET CORP. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 21, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Nu

October 21, 2022 EX-99.1

XL Fleet Corp. Receives Notice Regarding NYSE Continued Listing Standard

Exhibit 99.1 XL Fleet Corp. Receives Notice Regarding NYSE Continued Listing Standard WIXOM, Mich. (October 21, 2022) – XL Fleet Corp. (NYSE: XL) (“XL Fleet” or the “Company”), a provider of subscription-based services that make it easy for homeowners and small businesses to own and maintain rooftop solar and battery storage, today announced that on October 20, 2022, it received a notice from the

September 15, 2022 EX-10.4

Omnibus Amendment and Accession dated April 8, 2022, among KWS Solar Term Parent 1 LLC, KWS Solar Term Parent 2 LLC and KWS Solar Term Parent 3 LLC, as Co-Borrowers, KeyBank National Association, as Administrative Agent, and the lenders from time to time party thereto.

Exhibit 10.4 Execution Version OMNIBUS AMENDMENT AND ACCESSION This OMNIBUS AMENDMENT AND ACCESSION, dated as of April 8, 2022 (this ?Agreement?), is entered into by and among KWS Solar Term Parent 1 LLC, a Delaware limited liability company (?Co-Borrower 1?), KWS Solar Term Parent 2 LLC, a Delaware limited liability company (?Co-Borrower 2?), KWS Solar Term Parent 3 LLC, a Delaware limited liabil

September 15, 2022 EX-10.3

Credit Agreement, dated November 13, 2020, among Spruce Power 3, LLC, as Borrower, KeyBank National Association, as Administrative Agent and Issuing Bank, and the lenders from time to time party thereto.

Exhibit 10.3 Execution Version CREDIT AGREEMENT among SPRUCE POWER 3, LLC, as Borrower, KEYBANK NATIONAL ASSOCIATION, as Administrative Agent, KEYBANK NATIONAL ASSOCIATION, as Issuing Bank, The Lenders From Time to Time Party Hereto, and KEYBANC CAPITAL MARKETS INC. and SILICON VALLEY BANK as Joint Bookrunners and Exclusive Joint Lead Arrangers dated as of November 13, 2020 ARTICLE I. DEFINITIONS

September 15, 2022 EX-10.1

Amended and Restated Credit Agreement, dated October 29, 2019, among Kilowatt Systems, LLC, Volta MH Owner II, LLC, Greenday Finance I LLC and SpruceKismet, LLC, as Co-Borrowers, Silicon Valley Bank, as Administrative Agent, ING Capital LLC and Silicon Valley Bank as Issuing Banks, and the financial institutions from time to time party thereto as lenders, as conformed for each of Omnibus Amendment and Consent, dated as of March 5, 2020, Amendment to Credit Agreement, dated as of May 29, 2020, and Omnibus Amendment and Consent, dated March 18, 2021.

Exhibit 10.1 Conformed through: Omnibus Amendment and Consent, dated as of March 5, 2020 Amendment to Credit Agreement, dated as of May 29, 2020 Omnibus Amendment and Consent, dated March 18, 2021 AMENDED AND RESTATED CREDIT AGREEMENT among KILOWATT SYSTEMS, LLC, VOLTA MH OWNER II, LLC, GREENDAY FINANCE I LLC, and SPRUCE KISMET, LLC, as Co-Borrowers, SILICON VALLEY BANK, as Administrative Agent, I

September 15, 2022 EX-2.1

Membership Interest Purchase and Sale Agreement, dated as of September 9, 2022, by and between the Company, SF Solar Blocker 2 LLC, SF Solar Blocker 3 LLC, Spruce Holding Company 3 Holdco LLC and HPS Investment Partners, LLC

Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Dated as of September 9, 2022 by and among SF SOLAR BLOCKER 2 LLC, SF SOLAR BLOCKER 3 LLC, and SPRUCE HOLDING COMPANY 3 HOLDCO LLC, as Sellers, HPS INVESTMENT PARTNERS, LLC, as the Sellers? Representative, and XL FLEET CORP., as Buyer TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Interpretation. 16 A

September 15, 2022 EX-10.6

Executive Employment Agreement, dated September 9, 2022, by and between XL Fleet Corp. and Christian Fong.

Exhibit 10.6 Execution Copy EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this ?Agreement?) is effective as of September 9, 2022 (the ?Effective Date?) by and between XL Fleet Corp. (the ?Company?), a Delaware corporation, and Christian Fong (?Executive?). References below to the ?Company? shall include its subsidiaries and affiliates when applicable. 1. Roles and Duties. (a)

September 15, 2022 EX-10.2

Amended and Restated Credit Agreement, dated July 12, 2022, among Spruce Power 2, LLC, as Borrower, Silicon Valley Bank, as Administrative Agent and the Issuing Bank, and the lenders from time to time party thereto.

Exhibit 10.2 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT among SPRUCE POWER 2, LLC, as Borrower, SILICON VALLEY BANK, as Administrative Agent, SILICON VALLEY BANK, as Issuing Bank, and The Lenders From Time to Time Party Hereto dated as of July 12, 2022 SILICON VALLEY BANK as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE

September 15, 2022 EX-10.5

Waiver and Second Amendment to Amended and Restated Credit Agreement, dated July 12, 2022, among KWS Solar Term Parent 1 LLC, KWS Solar Term Parent 2 LLC, KWS Solar Term Parent 3 LLC and Spruce Power 3 Holdco, LLC, as Co-Borrowers, KeyBank National Association, as Administrative Agent, and the lenders from time to time party thereto.

Exhibit 10.5 Execution Version WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 12, 2022 (this ?Agreement?), is entered into by and among KWS Solar Term Parent 1 LLC, a Delaware limited liability company (?Co-Borrower 1?), KWS Solar Term Parent 2 LLC, a Delaware limited liability company

September 15, 2022 EX-10.7

Restricted Stock Award Grant under the Registrant’s 2020 Equity Incentive Plan, dated September 9, 2022, to Christian Fong by XL Fleet Corp.

Exhibit 10.7 XL FLEET CORP. Restricted Stock Award Grant Notice Restricted Stock Award Grant under the Company?s 2020 Equity Incentive Plan 1. Name and Address of Participant: Christian Fong 7775 Raphael Ln Littleton CO 80125-1810 2. Date of Grant of Restricted Stock Award: September 9, 2022 3. Number of Shares underlying Restricted Stock Award (the ?Shares?): 909,091 4. Vesting of Award: This Res

September 15, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File N

September 12, 2022 EX-99.1

XL Fleet Completes Transformational Acquisition of Spruce Power, the Largest Privately Held Solar-as-a-Service Provider

Exhibit 99.1 XL Fleet Completes Transformational Acquisition of Spruce Power, the Largest Privately Held Solar-as-a-Service Provider ? Completed acquisition of Spruce Power from funds managed by HPS for total cash consideration of approximately $58 million and the assumption of approximately $542 million of debt on September 9, 2022 ? Spruce Power is the largest privately held owner and operator o

September 12, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 9, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File N

September 12, 2022 EX-99.2

Acquisition of Spruce Power and New Corporate Strategy September 12, 2022 2 Disclaimer Use of Forward - Looking Statements Certain statements in this presentation may constitute “forward - looking statements” within the meaning of the federal securit

Exhibit 99.2 Acquisition of Spruce Power and New Corporate Strategy September 12, 2022 2 Disclaimer Use of Forward - Looking Statements Certain statements in this presentation may constitute ?forward - looking statements? within the meaning of the federal securities laws . Forward - looking statements generally are accompanied by words such as ?believe,? ?may,? ?will,? ?estimate,? ?continue,? ?ant

August 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38971 XL Fleet Corp.

August 9, 2022 EX-10.1

Executive Severance Policy

EXHIBIT 10.1 EXECUTIVE SEVERANCE POLICY This Executive Severance Policy (the ?Policy?) of XL Fleet Corp. (the ?Company?), a Delaware corporation (the ?Company?), is effective as of May 11, 2022 (the ?Effective Date?). 1. Purpose and Participation. The purpose of this Policy is to provide specified benefits to a select group of designated management or highly compensated key employees of the Compan

August 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Numb

August 9, 2022 EX-99.1

XL Fleet Announces Second Quarter 2022 Financial Results

Exhibit 99.1 XL Fleet Announces Second Quarter 2022 Financial Results WIXOM, MI, August 9, 2022 ? XL Fleet Corp. (NYSE: XL) (?XL Fleet? or the ?Company?), a leading provider of fleet electrification solutions and energy efficiency, today announced second quarter 2022 financial results. Second Quarter 2022 and Recent Highlights ? Generated revenue for second quarter of 2022 of $3.0 million, compare

May 10, 2022 EX-10.4

Transition and Separation from Employment Agreement dated March 21, 2022 by and between the Company and Thomas Hynes III

Exhibit 10.4 PRIVATE & CONFIDENTIAL March 21, 2022 Mr. Thomas Hynes III 62 WALNUT PARK, UNIT A NEWTON, MA, 02458 Re: Transition and Separation from Employment Dear Tod: As we have discussed, upon mutual agreement, your employment with XL Fleet Corp. (the ?Company?) will terminate effective March 21, 2022 (the ?Separation Date?). The purpose of this letter agreement (the ?Agreement?) is to set fort

May 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38971 XL Fleet Corp.

May 10, 2022 EX-10.2

Transition and Separation from Employment Agreement dated October 30, 2021 by and between the Company and Dimitri Kazarinoff

Exhibit 10.2 PRIVATE & CONFIDENTIAL October 30, 2021 (Revised) Mr. Dimitri Kazarinoff 1175 Bowline Drive Vero Beach, Florida 32963 Re: Transition and Separation from Employment Dear Dimitri: As we have discussed, your employment with XL Fleet Corp. (the ?Company?) shall end effective December 1, 2021 (the ?Separation Date?). The purpose of this letter agreement (the ?Transition and Separation Agre

May 10, 2022 EX-10.3

Transition and Separation from Employment Agreement dated January 26, 2022 by and between the Company and Cielo Hernandez

Exhibit 10.3 PRIVATE & CONFIDENTIAL January 26, 2022 Ms. Cielo Maria Hernandez 9 Gladwynne Terrace Moorestown, NJ 09057 Re: Transition and Separation from Employment Dear Cielo: As we have discussed, you are resigning your employment with XL Fleet Corp. (the ?Company?) effective January 31, 2022 (the ?Separation Date?). The purpose of this letter agreement (the ?Transition and Separation Agreement

May 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Number

May 10, 2022 424B3

Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 7 To Prospectus dated November 4, 2021 Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 7 supplements the prospectus dated November 4, 2021 (the ?Prospectus?), which forms a part of the Regist

May 10, 2022 EX-99.1

XL Fleet Announces First Quarter 2022 Financial Results

Exhibit 99.1 XL Fleet Announces First Quarter 2022 Financial Results BOSTON, May 10, 2022 ? XL Fleet Corp. (NYSE: XL) (?XL Fleet? or the ?Company?), a leading provider of fleet electrification solutions, today announced first quarter 2022 financial results. First Quarter 2022 and Recent Highlights ? Generated revenue for first quarter of 2022 of $4.8 million, compared to $0.7 million in the prior

May 5, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 4, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Number)

April 14, 2022 424B3

Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 6 To Prospectus dated November 4, 2021 Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 6 supplements the prospectus dated November 4, 2021 (the ?Prospectus?), which forms a part of the Regist

April 12, 2022 EX-10.1

Offer Letter, dated as of March 11, 2022, by and between XL Fleet Corp. and Donald P. Klein

Exhibit 10.1 145 Newton St. Brighton, MA 02135 March 11, 2022 Donald Klein 46 Carolyn Court Lake Zurich, Illinois 60047 Dear Don, On behalf of XL Fleet (the ?Company?) I am pleased to offer you a position as Chief Financial Officer reporting directly to the Chief Executive Officer. This letter (the ?Offer Letter?) describes the terms and conditions of your employment with the Company, subject to t

April 12, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Numb

April 12, 2022 EX-99.1

XL Fleet Appoints Donald Klein as Chief Financial Officer Accomplished senior executive with over 25 years of public company finance & accounting experience Strong industry experience and track-record of execution in complex operating environments

Exhibit 99.1 XL Fleet Appoints Donald Klein as Chief Financial Officer Accomplished senior executive with over 25 years of public company finance & accounting experience Strong industry experience and track-record of execution in complex operating environments BOSTON, April 12, 2022 ? XL Fleet Corp. (NYSE: XL) (?XL Fleet? or the ?Company?), a leading provider of fleet electrification solutions, to

March 31, 2022 SC 13D/A

XL / XL Fleet Corp / Hynes Thomas J. III - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* XL Fleet Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 9837FR 100 (CUSIP Number) Thomas J. Hynes, III MIT, E40-196 One Amherst Street Cambridge, MA 02142-1352 (617) 253-8653 (Name, Address and Telephone N

March 25, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Numb

March 25, 2022 424B3

Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 5 To Prospectus dated November 4, 2021 Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 5 supplements the prospectus dated November 4, 2021 (the ?Prospectus?), which forms a part of the Regist

March 24, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

March 24, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide

March 4, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File N

March 1, 2022 EX-99.1

XL Fleet Announces Fourth Quarter and Full-Year 2021 Financial Results

Exhibit 99.1 XL Fleet Announces Fourth Quarter and Full-Year 2021 Financial Results BOSTON, March 1, 2022 ? XL Fleet Corp. (NYSE: XL) (?XL Fleet? or the ?Company?), a leading provider of fleet electrification solutions, today announced fourth quarter and full-year 2021 financial results. Fourth Quarter, Full-Year 2021 and Recent Highlights ? Generated revenue for fourth quarter of 2021 of $8.0 mil

March 1, 2022 424B3

Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 4 To Prospectus dated November 4, 2021 Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 4 supplements the prospectus dated November 4, 2021 (the ?Prospectus?), which forms a part of the Regist

March 1, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38971 XL Fleet Corp.

March 1, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Numbe

February 11, 2022 SC 13G/A

XL / XL Fleet Corp / Pivotal Investment Holdings II LLC - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2. (Amendment No. 1)* XL FLEET CORP. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 9837FR 100 (CUSIP Number) December 31, 2021 (Date of Event

February 10, 2022 SC 13G

XL / XL Fleet Corp / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv02265-xlfleetcorp.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: XL Fleet Corp. Title of Class of Securities: Common Stock CUSIP Number: 9837FR100 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this

February 4, 2022 SC 13G/A

XL / XL Fleet Corp / Ingka Investments Ventures US B.V. - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 XL FLEET CORP. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 9837FR 100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

February 2, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2022 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Nu

February 2, 2022 424B3

Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 3 To Prospectus dated November 4, 2021 Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 3 supplements the prospectus dated November 4, 2021 (the ?Prospectus?), which forms a part of the Regist

November 29, 2021 EX-99.5

Form of Non-Qualified Stock Option Agreement under the Inducement Option grant

Exhibit 99.5 Option No. XL Fleet Corp. Non-Qualified Stock Option Grant Notice 1. Name of Participant: Eric Tech 2. Grant Date: December 1, 2021 3. Maximum number of Shares for which this Option is exercisable: [$1,260,000 based on Black Scholes valuation as of the date of the grant rounded to nearest whole share] 4. Exercise (purchase) price per share: $[Closing price on Date of Board Grant] 5. O

November 29, 2021 EX-99.6

Form of Restricted Stock Unit Agreement under the Inducement RSU grant

Exhibit 99.6 XL FLEET CORP. RESTRICTED STOCK UNIT AWARD NOTICE (Time-Based) 1. Name of Participant: Eric Tech 2. Grant Date: December 1, 2021 3. Vesting Start Date: December 1, 2021 4. Number of Restricted Stock Units (?RSUs?) Awarded: [$540,000 divided by closing price on the date of Board Grant rounded down to nearest whole share] 5. Vesting Schedule: This Award shall vest as follows provided (e

November 29, 2021 S-8

As filed with the Securities and Exchange Commission on November 29, 2021

As filed with the Securities and Exchange Commission on November 29, 2021 Registration No.

November 24, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 20, 2021 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File N

November 16, 2021 424B3

Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 2 To Prospectus dated November 4, 2021 Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 2 supplements the prospectus dated November 4, 2021 (the ?Prospectus?), which forms a part of the Regist

November 16, 2021 EX-99.1

XL Fleet Announces Third Quarter 2021 Financial Results

Exhibit 99.1 XL Fleet Announces Third Quarter 2021 Financial Results BOSTON, November 15, 2021 ? XL Fleet Corp. (NYSE: XL) (?XL Fleet? or the ?Company?), a leading provider of fleet electrification solutions for commercial vehicles in North America, today announced third quarter 2021 financial results. Third Quarter 2021 and Recent Highlights ? Generated revenue for third quarter of 2021 of $3.2 m

November 16, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File N

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 SEPTEMBER 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 SEPTEMBER 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38971 XL Fleet Corp.

November 10, 2021 8-K

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 4, 2021 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Nu

November 10, 2021 EX-10.1

Employment Agreement for James Berklas, dated November 4, 2021

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?) is effective as of November 4, 2021 (the ?Effective Date?) by and between XL Fleet Corp., a Delaware corporation (the ?Company?), and James Berklas (?Employee?). 1. Roles and Duties. Subject to the terms and conditions of this Agreement, the Company shall continue to employ Employee as its Chief Legal Officer and Genera

November 5, 2021 424B3

Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 1 To Prospectus dated November 4, 2021 Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 1 supplements the prospectus dated November 4, 2021 (the ?Prospectus?), which forms a part of the Regist

November 5, 2021 424B3

Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

424B3 1 ea150005-424b3xlfleetcorp.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS Up to 48,083,495 Shares of Common Stock Up to 4,233,333 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus relates to the issuance by us of up to an aggregate of 4,233,333 shares of our common stock, $0.0001 par value per share (“C

November 1, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2021 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Nu

November 1, 2021 EX-10.1

Executive Employment Agreement, dated November 1, 2021 by and between the Company and Eric Tech.

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this ?Agreement?) is effective as of November 1, 2021 (the ?Effective Date?) by and between XL Fleet Corp. (the ?Company?), a Delaware corporation, and Eric Tech (?Executive?). 1. Roles and Duties. (a) Chief Executive Officer Role. Subject to the terms and conditions of this Agreement, the Company shall employ Executi

November 1, 2021 EX-99.1

XL Fleet Announces Leadership Transition Automotive and mobility sector veteran Eric Tech named CEO of XL Fleet Tech brings nearly 35 years of industry and leadership experience at Ford and Navistar Announces preliminary unaudited financial results f

EX-99.1 3 ea149711ex99-1xlfleetcorp.htm PRESS RELEASE Exhibit 99.1 XL Fleet Announces Leadership Transition Automotive and mobility sector veteran Eric Tech named CEO of XL Fleet Tech brings nearly 35 years of industry and leadership experience at Ford and Navistar Announces preliminary unaudited financial results for the third quarter of 2021 BOSTON, November 1, 2021 – XL Fleet Corp. (NYSE: XL) (

October 21, 2021 POS AM

As filed with the Securities and Exchange Commission on October 21, 2021

As filed with the Securities and Exchange Commission on October 21, 2021 Registration No.

August 13, 2021 EX-10.3

eNow Purchase Agreement

Exhibit 10.3 eNow, Inc. CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT July 13, 2021 THE SECURITIES MAY BE SOLD ONLY TO ?ACCREDITED INVESTORS?, WHICH FOR NATURAL PERSONS, ARE INVESTORS WHO MEET CERTAIN MINIMUM ANNUAL INCOME OR NET WORTH THRESHOLDS. THE SECURITIES ARE BEING OFFERED IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ARE NOT REQUIRED TO COMPLY WI

August 13, 2021 424B3

Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

424B3 1 ea145814-424b3xlfleet.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 11 To Prospectus dated January 22, 2021 Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 11 supplements the prospectus dated January 22

August 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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 June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-38971 XL Fleet Corp.

August 13, 2021 EX-10.2

Membership Interest Purchase Agreement

Exhibit 10.2 Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among XL HYBRIDS, INC., as the Buyer, WORLD ENERGY EFFICIENCY SERVICES, LLC, as the Company, THE HOLDERS OF MEMBERSHIP INTERESTS OF THE COMPANY, as the Sellers, DANNY WADHWANI AND DINESH WADHWANI, as the Guarantors, XL FLEET CORP., as the Parent and Richard Galipeau, as the Sellers? Representative * * * * Dated as of May

August 12, 2021 EX-99.1

XL Fleet Announces Second Quarter 2021 Financial Results

EX-99.1 2 ea145627ex99-1xlfleetcorp.htm PRESS RELEASE OF XL FLEET CORP., DATED AUGUST 12, 2021. Exhibit 99.1 XL Fleet Announces Second Quarter 2021 Financial Results BOSTON, August 12, 2021 – XL Fleet Corp. (NYSE: XL) (“XL Fleet” or the “Company”), a leading provider of fleet electrification solutions for commercial vehicles in North America, today announced second quarter 2021 financial results.

August 12, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2021 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Num

July 21, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 15, 2021 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Numbe

July 21, 2021 EX-99.1

XL Fleet and eNow Announce Partnership to Electrify Refrigerated Trailers Development and supply agreement enables XL Fleet to provide battery and power electronics systems for eNow’s innovative electrified refrigerated trailer solution Next generati

EX-99.1 2 ea144527ex99-1xlfleetcorp.htm PRESS RELEASE OF XL FLEET CORP., DATED JULY 21, 2021 Exhibit 99.1 XL Fleet and eNow Announce Partnership to Electrify Refrigerated Trailers Development and supply agreement enables XL Fleet to provide battery and power electronics systems for eNow’s innovative electrified refrigerated trailer solution Next generation electrified refrigerated trailers reduce

July 21, 2021 424B3

Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

424B3 1 ea144528-424b3xlfleetcorp.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 10 To Prospectus dated January 22, 2021 Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 10 supplements the prospectus dated Januar

June 1, 2021 424B3

Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

424B3 1 ea142026-424b3xlfleet.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 9 To Prospectus dated January 22, 2021 Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 9 supplements the prospectus dated January 22,

June 1, 2021 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 ea141848-8kxlfleetcorp.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 26, 2021 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisd

May 18, 2021 424B3

Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 6 To Prospectus dated January 22, 2021 Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 6 supplements the prospectus dated January 22, 2021 (the ?Prospectus?) relating to the issuance by us o

May 18, 2021 424B3

Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

424B3 1 ea140961-424b3xlfleet.htm PROSPECTUS SUPPLEMENT NO. 7 Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 7 To Prospectus dated January 22, 2021 Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 7 supplements the prospectus dated Januar

May 18, 2021 424B3

Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

424B3 1 ea140962-424b3xlfleet.htm PROSPECTUS SUPPLEMENT NO. 8 Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 8 To Prospectus dated January 22, 2021 Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 8 supplements the prospectus dated Januar

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 O

10-Q 1 f10q0321xlfleetcorp.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION 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, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Nu

May 17, 2021 EX-99.2

XL Fleet Announces First Quarter 2021 Financial Results

EX-99.2 3 ea140959ex99-2xlfleet.htm PRESS RELEASE OF XL FLEET CORP., DATED MAY 17, 2021 Exhibit 99.2 XL Fleet Announces First Quarter 2021 Financial Results BOSTON, May 17, 2021 – XL Fleet Corp. (NYSE: XL) (“XL Fleet” or the “Company”), a leading provider of fleet electrification solutions for commercial vehicles in North America, today announced first quarter 2021 financial results. First Quarter

May 17, 2021 EX-99.1

XL Fleet Acquires World Energy Efficiency Services to Accelerate Fleet Electrification Adoption and Expand Charging Infrastructure Offering Bolt-on acquisition enables customers to deploy more charging infrastructure at their facilities more rapidly

EX-99.1 2 ea140959ex99-1xlfleet.htm PRESS RELEASE OF XL FLEET CORP., DATED MAY 17, 2021 Exhibit 99.1 XL Fleet Acquires World Energy Efficiency Services to Accelerate Fleet Electrification Adoption and Expand Charging Infrastructure Offering Bolt-on acquisition enables customers to deploy more charging infrastructure at their facilities more rapidly and with a lower total cost of ownership Expands

May 17, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 ea140959-8kxlfleet.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 17, 2021 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdicti

May 17, 2021 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANS

10-K/A 1 f10k2020a1xlfleetcorp.htm AMENDMENT NO. 1 TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

May 11, 2021 424B3

Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-252089 PROSPECTUS SUPPLEMENT NO. 5 To Prospectus dated January 22, 2021 Up to 48,083,495 Shares of Common Stock Up to 11,900,000 Shares of Common Stock Issuable Upon Exercise of Warrants Up to 4,233,333 Warrants This prospectus supplement no. 5 supplements the prospectus dated January 22, 2021 (the “Prospectus”) relating to the issuance by us o

May 11, 2021 EX-99.1

XL Fleet Confirms Changes to Warrant Accounting Treatment Following SEC Statement

Exhibit 99.1 XL Fleet Confirms Changes to Warrant Accounting Treatment Following SEC Statement BOSTON, May 11, 2021 ? XL Fleet Corp. (NYSE: XL) (?XL Fleet? or the ?Company?), a leading provider of fleet electrification solutions for commercial vehicles in North America, today announced that, following a statement published by the Staff of the U.S. Securities and Exchange Commission on April 12, 20

May 11, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2021 XL FLEET CORP. (Exact name of registrant as specified in its charter) Delaware 001-38971 83-4109918 (State or other jurisdiction of incorporation) (Commission File Number)

April 20, 2021 EX-99.1

XL Fleet Bolsters Executive Team with Appointment of Cielo M. Hernandez as Chief Financial Officer

Exhibit 99.1 XL Fleet Bolsters Executive Team with Appointment of Cielo M. Hernandez as Chief Financial Officer April 20, 2021 Accomplished finance executive with more than 25 years of public and private company experience joins fleet electrification leader BOSTON-(BUSINESS WIRE)- XL Fleet Corp. (NYSE: XL) (“XL Fleet” or the “Company”), a leading provider of fleet electrification solutions for com

Other Listings
DE:XLF0
Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista