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 File Number)

(I.R.S. Employer

Identification No.)

1875 Lawrence St. Suite 320

Denver CO

80202

(Address of principal executive offices)

(Zip Code)

(866) 903-2399

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SPRU		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

Spruce Power Holding Corp. held its Annual Meeting of Stockholders on May 25, 2023 (“2023 Annual Meeting”). The following is a brief description of each matter voted upon at the 2023 Annual Meeting, as well as the number of votes cast for, against or withheld as to each matter and the number of abstentions and broker non-votes with respect to each matter.

Proposal I – Election of Directors

Nominee	For		Withhold		Broker Non-Vote

Christian Fong		55,497,225		1,858,341		36,548,208
Jonathan Ledecky		40,989,514		16,366,052		36,548,208
Eric Tech		41,291,138		16,064,428		36,548,208

Proposal II – Ratification of Audit Committee’s appointment of Deloitte & Touche LLP as independent public accountants for the fiscal year ending December 31, 2023:

For			92,994,639
Against			686,223
Abstain			222,912

Proposal III –Advisory vote regarding executive compensation:

For			46,883,312
Against			9,776,641
Abstain			695,613
Broker Non-Vote			36,548,208

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	SPRUCE POWER HOLDING CORP.

Date: May 25, 2023	By:	/s/ Stacey Constas
	Name:	Stacey Constas
	Title:	General Counsel