Commitments and Contingencies	6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Sponsorship Commitment: In February 2021, the Company agreed to a sponsorship agreement with several entities related to the UBS Arena, Belmont Park and the NY Islanders Hockey Club. Pursuant to that Agreement, the Company was designated an “Official Electric Transportation Partner of UBS Arena” with various associated marketing and branding rights, including the development of electric vehicle charging stations. The sponsorship agreement has a term of three years with a sponsor fee of approximately $0.5 million per year, of which approximately $0.3 million was paid in June 2021 and the second payment of $0.3 million was accrued on December 31, 2021 and paid in January 2022. One of the directors of the Company is a co-owner of the NY Islanders Hockey Club. In the second quarter of 2022, the Company exercised its option to terminate the final two years of the agreement and will incur no further sponsor fees. Legal proceedings: The Company is periodically involved in legal proceedings and claims arising in the normal course of business, including proceedings relating to intellectual property, employment and other matters. Management believes the outcome of these proceedings will not have a significant adverse effect on the Company’s financial position, operating results, or cash flows. Putative securities class action complaints On March 8, 2021, two putative securities class action complaints were filed against the Company, and certain of its current and former officers and directors in the federal district court for the Southern District of New York. Those cases were ultimately consolidated, and a lead plaintiff was appointed in June 2021. On July 20, 2021, an amended complaint was filed alleging that certain public statements made by the defendants between October 2, 2020, and March 2, 2021, violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The Company is vigorously defending the lawsuit as it believes that the allegations asserted in the amended complaint are without merit. There can be no assurance, however, that the Company will be successful. Currently, the Company is unable to estimate potential losses, if any, regarding the claims at issue. On September 20, 2021, and October 19, 2021, two class action complaints were filed in the Delaware Court of Chancery against certain of the Company’s current officers and directors, and the Company’s SPAC sponsor, Pivotal Investment Holdings II LLC. The actions were consolidated as in re XL Fleet (Pivotal) Stockholder Litigation, C.A. No. 2121-0808, and an amended complaint was filed on January 31, 2022. The amended complaint alleges various breaches of fiduciary duty against the Company and/or its officers, several allegedly misleading statements made in connection with the merger, and aiding and abetting breaches of fiduciary duty in connection with the negotiation and approval of the December 21, 2020 merger and organization of legacy XL Hybrids to become XL Fleet Corp. The Company believes that the allegations asserted in both class action complaints are without merit and is vigorously defending the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit. In March 2023, two shareholder derivative actions were filed in the U.S. District Court for the District of Delaware. One action is captioned Reali v. Griffin, et al., Case No. 1:23-cv-00289 (the “Reali Action”), and the other action is captioned Tucci v. Ledecky, et al., 1:23-cv-00322 (the “Tucci Action”). The Company believes that the allegations asserted in both complaints are also without merit and is vigorously defending the lawsuits. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuits. Securities and Exchange Commission Subpoena On January 6, 2022, the Company received a subpoena from the SEC requesting the production of certain documents related to, among other things, the Company’s business combination with XL Hybrids and the related PIPE financing, the Company’s sales pipeline and revenue projections, purchase orders, suppliers, CARB approvals, fuel economy from Drivetrain products, customer complaints, and disclosures and other matters in connection with the foregoing. The SEC has informed the Company that its current investigation is a fact-finding inquiry. The SEC has also informed the Company that the investigation does not mean that the SEC has concluded that anyone has violated the law and does not mean that it has a negative opinion of any person, entity or security. To date, the Company has provided the requested information and cooperated fully with the SEC investigation. In June 2023, the SEC proposed a settlement offer which was rejected by Management. At this time, the Company is unable to estimate potential losses, if any, related to the investigation. However, an adverse outcome in this investigation could have a material impact on the Company’s financial statements. Val Kay derivatively on behalf of nominal defendant XL Fleet Corp. On June 23, 2022, the Company received a shareholder derivative complaint filed in the U.S. District Court, District of Massachusetts, captioned Val Kay derivatively on behalf of nominal defendant XL Fleet Corp, against all current directors and prior officers and directors. The action was filed by a shareholder purportedly on XL Fleet Corp.’s behalf, and raises claims for contribution, as well as claims for breach of fiduciary duty, waste of corporate assets, unjust enrichment, and abuse of control. The factual allegations concern alleged false or misleading statements about the Company’s sales pipeline, supply chain issues, low reorder rates, and the Company’s technology. The Company believes that the allegations asserted in the action are without merit and is vigorously defending the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit. US Bank On February 9, 2023, US Bank, through its affiliate Firstar Development LLC, filed a motion for summary judgment in lieu of a complaint in New York Supreme Court (the trial level in New York) alleging that the Company failed to fulfill its reimbursement obligations under a 2019 tax recapture guaranty agreement between the parties arising from the alleged recapture by the IRS of tax credits taken by Firstar Development LLC as an investor in the Company’s subsidiary Ampere Solar Owner I, LLC. On May 23, 2023, a settlement agreement was reached with Firstar Development LLC, the plaintiff (an affiliate of US Bank), for $2.3 million whereby the plaintiff discharged all claims filed against the Company. BMZ USA, Inc. On February 11, 2022, BMZ USA Inc. (“BMZ”), a battery manufacturer, sued XL Hybrids for breach of contract, alleging that XL Hybrids failed to timely purchase the full allotment of batteries required under a certain master supply agreement between the parties. BMZ seeks $4.5 million in damages based on this alleged breach. The Company believes that the allegations asserted in this action lack substantial merit, and as a result, the Company is vigorously defending the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit. Plastic Omnium Plastic Omnium is the assignee of the contractual rights of Actia Corp. under a certain battery purchase order between XL Hybrids and Actia Corp. On March 17, 2023, Plastic Omnium sued XL Hybrids and the Company for breach of contract, alleging that XL Hybrids ordered a total of 1,000 batteries from Plastic Omnium, paid for 455 of those batteries, and then reneged on 545 of those products. While Plastic Omnium admits that it never actually delivered the remaining 545 products, it claims that it purchased materials to complete the order and as a result, XL Hybrids and the Company are liable for at least roughly $2.5 million. The Company believes that the allegations asserted in this action lack substantial merit, and as a result, the Company is vigorously defending the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit. Master SREC purchase and sale agreement The Company has forward sales agreements related to a certain number of SRECs to be generated from the Company’s solar energy systems located in Maryland, Massachusetts, Delaware, and New Jersey to be sold at fixed prices over varying terms of up to 20 years. In the event the Company does not deliver such SRECs to the counter-party, the Company could be forced to pay additional penalties and fees as stipulated within the contracts. Guarantees In connection with the acquisition of RPV Holdco 1, LLC, a wholly-owned subsidiary of the Company, guaranty agreements were established by and between Spruce Holding Company 1, LLC, Spruce Holding Company 2, LLC, and Spruce Holding Company 3, LLC (“Spruce Guarantors”) and the investor members in the Funds in May 2020. The Spruce Guarantors entered into guarantees in favor of the tax equity investors under which they guaranteed the payment and performance of Solar Service Experts, LLC, a wholly owned subsidiary of the Company, under the Spruce Power 2 Maintenance Services Agreement, and the Class B Member under the Limited Liability Company Agreement (“LLCA”). These guaranties are subject to a maximum of the aggregate amount of capital contributions made by the Class A Member under the LLCA. Indemnities and guarantees During the normal course of business, Spruce Power has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. The duration of Spruce Power's indemnities and guarantees varies, but the majority of these indemnities and guarantees are limited in duration. Historically, Spruce Power has not been obligated to make significant payments for these obligations, does not anticipate future payments, and no liabilities have been recorded for these indemnities and guarantees. ITC recapture provisions The IRS may disallow and recapture some, or all, of the Investment Tax Credits due to improperly calculated basis after a project was placed in service ("Recapture Event"). If a Recapture Event occurs, the Company is obligated to pay the applicable Class A Member a recapture adjustment, which includes the amounts the Class A Members are required to repay the IRS, including interest and penalties, as well as any third-party legal and accounting fees incurred by the Class A Members in connection to the Recapture Event, as specified in the operating agreements. Such a payment by the Company to the Class A Members are not to be considered a capital contribution to the fund per the operating agreements, nor would it be considered a distribution to the Class A Members. With the exception of the tax matter related to Ampere Solar Owner I noted above, a Recapture Event was not deemed to be probable by the Company, therefore no accrual has been recorded as of June 30, 2023.

Sponsorship Commitment: In February 2021, the Company agreed to a sponsorship agreement with several entities related to the UBS Arena, Belmont Park and the NY Islanders Hockey Club. Pursuant to that Agreement, the Company was designated an “Official Electric Transportation Partner of UBS Arena” with various associated marketing and branding rights, including the development of electric vehicle charging stations. The sponsorship agreement has a term of three years with a sponsor fee of approximately $0.5 million per year, of which approximately $0.3 million was paid in June 2021 and the second payment of $0.3 million was accrued on December 31, 2021 and paid in January 2022. One of the directors of the Company is a co-owner of the NY Islanders Hockey Club. In the second quarter of 2022, the Company exercised its option to terminate the final two years of the agreement and will incur no further sponsor fees.

Legal proceedings: The Company is periodically involved in legal proceedings and claims arising in the normal course of business, including proceedings relating to intellectual property, employment and other matters. Management believes the outcome of these proceedings will not have a significant adverse effect on the Company’s financial position, operating results, or cash flows.

On March 8, 2021, two putative securities class action complaints were filed against the Company, and certain of its current and former officers and directors in the federal district court for the Southern District of New York. Those cases were ultimately consolidated, and a lead plaintiff was appointed in June 2021. On July 20, 2021, an amended complaint was filed alleging that certain public statements made by the defendants between October 2, 2020, and March 2, 2021, violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The Company is vigorously defending the lawsuit as it believes that the allegations asserted in the amended complaint are without merit. There can be no assurance, however, that the Company will be successful. Currently, the Company is unable to estimate potential losses, if any, regarding the claims at issue.

On September 20, 2021, and October 19, 2021, two class action complaints were filed in the Delaware Court of Chancery against certain of the Company’s current officers and directors, and the Company’s SPAC sponsor, Pivotal Investment Holdings II LLC. The actions were consolidated as in re XL Fleet (Pivotal) Stockholder Litigation, C.A. No. 2121-0808, and an amended complaint was filed on January 31, 2022. The amended complaint alleges various breaches of fiduciary

duty against the Company and/or its officers, several allegedly misleading statements made in connection with the merger, and aiding and abetting breaches of fiduciary duty in connection with the negotiation and approval of the December 21, 2020 merger and organization of legacy XL Hybrids to become XL Fleet Corp. The Company believes that the allegations asserted in both class action complaints are without merit and is vigorously defending the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit.

In March 2023, two shareholder derivative actions were filed in the U.S. District Court for the District of Delaware. One action is captioned Reali v. Griffin, et al., Case No. 1:23-cv-00289 (the “Reali Action”), and the other action is captioned Tucci v. Ledecky, et al., 1:23-cv-00322 (the “Tucci Action”). The Company believes that the allegations asserted in both complaints are also without merit and is vigorously defending the lawsuits. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuits.

On January 6, 2022, the Company received a subpoena from the SEC requesting the production of certain documents related to, among other things, the Company’s business combination with XL Hybrids and the related PIPE financing, the Company’s sales pipeline and revenue projections, purchase orders, suppliers, CARB approvals, fuel economy from Drivetrain products, customer complaints, and disclosures and other matters in connection with the foregoing. The SEC has informed the Company that its current investigation is a fact-finding inquiry. The SEC has also informed the Company that the investigation does not mean that the SEC has concluded that anyone has violated the law and does not mean that it has a negative opinion of any person, entity or security. To date, the Company has provided the requested information and cooperated fully with the SEC investigation. In June 2023, the SEC proposed a settlement offer which was rejected by Management. At this time, the Company is unable to estimate potential losses, if any, related to the investigation. However, an adverse outcome in this investigation could have a material impact on the Company’s financial statements.

On June 23, 2022, the Company received a shareholder derivative complaint filed in the U.S. District Court, District of Massachusetts, captioned Val Kay derivatively on behalf of nominal defendant XL Fleet Corp, against all current directors and prior officers and directors. The action was filed by a shareholder purportedly on XL Fleet Corp.’s behalf, and raises claims for contribution, as well as claims for breach of fiduciary duty, waste of corporate assets, unjust enrichment, and abuse of control. The factual allegations concern alleged false or misleading statements about the Company’s sales pipeline, supply chain issues, low reorder rates, and the Company’s technology. The Company believes that the allegations asserted in the action are without merit and is vigorously defending the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit.

On February 9, 2023, US Bank, through its affiliate Firstar Development LLC, filed a motion for summary judgment in lieu of a complaint in New York Supreme Court (the trial level in New York) alleging that the Company failed to fulfill its reimbursement obligations under a 2019 tax recapture guaranty agreement between the parties arising from the alleged recapture by the IRS of tax credits taken by Firstar Development LLC as an investor in the Company’s subsidiary Ampere Solar Owner I, LLC. On May 23, 2023, a settlement agreement was reached with Firstar Development LLC, the plaintiff (an affiliate of US Bank), for $2.3 million whereby the plaintiff discharged all claims filed against the Company.

On February 11, 2022, BMZ USA Inc. (“BMZ”), a battery manufacturer, sued XL Hybrids for breach of contract, alleging that XL Hybrids failed to timely purchase the full allotment of batteries required under a certain master supply agreement between the parties. BMZ seeks $4.5 million in damages based on this alleged breach. The Company believes that the allegations asserted in this action lack substantial merit, and as a result, the Company is vigorously defending the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit.

Plastic Omnium is the assignee of the contractual rights of Actia Corp. under a certain battery purchase order between XL Hybrids and Actia Corp. On March 17, 2023, Plastic Omnium sued XL Hybrids and the Company for breach of contract, alleging that XL Hybrids ordered a total of 1,000 batteries from Plastic Omnium, paid for 455 of those batteries, and then reneged on 545 of those products. While Plastic Omnium admits that it never actually delivered the remaining 545 products, it claims that it purchased materials to complete the order and as a result, XL Hybrids and the Company are liable for at least roughly $2.5 million. The Company believes that the allegations asserted in this action lack substantial merit, and as a result, the Company is vigorously defending the lawsuit. At this time, the Company is unable to estimate potential losses, if any, related to the lawsuit.

The Company has forward sales agreements related to a certain number of SRECs to be generated from the Company’s solar energy systems located in Maryland, Massachusetts, Delaware, and New Jersey to be sold at fixed prices over varying terms of up to 20 years. In the event the Company does not deliver such SRECs to the counter-party, the Company could be forced to pay additional penalties and fees as stipulated within the contracts.

In connection with the acquisition of RPV Holdco 1, LLC, a wholly-owned subsidiary of the Company, guaranty agreements were established by and between Spruce Holding Company 1, LLC, Spruce Holding Company 2, LLC, and Spruce Holding Company 3, LLC (“Spruce Guarantors”) and the investor members in the Funds in May 2020. The Spruce Guarantors entered into guarantees in favor of the tax equity investors under which they guaranteed the payment and performance of Solar Service Experts, LLC, a wholly owned subsidiary of the Company, under the Spruce Power 2 Maintenance Services Agreement, and the Class B Member under the Limited Liability Company Agreement (“LLCA”). These guaranties are subject to a maximum of the aggregate amount of capital contributions made by the Class A Member under the LLCA.

During the normal course of business, Spruce Power has made certain indemnities and guarantees under which it may be required to make payments in relation to certain transactions. The duration of Spruce Power's indemnities and guarantees varies, but the majority of these indemnities and guarantees are limited in duration. Historically, Spruce Power has not been obligated to make significant payments for these obligations, does not anticipate future payments, and no liabilities have been recorded for these indemnities and guarantees.

The IRS may disallow and recapture some, or all, of the Investment Tax Credits due to improperly calculated basis after a project was placed in service ("Recapture Event"). If a Recapture Event occurs, the Company is obligated to pay the applicable Class A Member a recapture adjustment, which includes the amounts the Class A Members are required to repay the IRS, including interest and penalties, as well as any third-party legal and accounting fees incurred by the Class A Members in connection to the Recapture Event, as specified in the operating agreements. Such a payment by the Company to the Class A Members are not to be considered a capital contribution to the fund per the operating agreements, nor would it be considered a distribution to the Class A Members. With the exception of the tax matter related to Ampere Solar Owner I noted above, a Recapture Event was not deemed to be probable by the Company, therefore no accrual has been recorded as of June 30, 2023.