United States securities and exchange commission logo





                              April 20, 2021

       Geoffrey Strong
       Chief Executive Officer
       Spartan Acquisition Corp. II
       9 West 57th Street, 43rd Floor
       New York, NY 10019

                                                        Re: Spartan Acquisition
Corp. II
                                                            Registration
Statement on Form S-4
                                                            Filed March 22,
2021
                                                            File No. 333-254589

       Dear Mr. Strong:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4

       General

   1.                                                   We note your disclosure
on page 230 regarding the forum selection provision in the
                                                        Sunlight Financial
Holdings charter. Please revise to include risk factor disclosure
                                                        addressing the risks
related to this provision, including for example, increased costs to
                                                        bring a claim, that the
provision may discourage claims or limit investors    ability to bring
                                                        a claim in a judicial
forum that they find favorable and any uncertainty about
                                                        enforceability.
       Questions and Answers about the Business Combination, page 1

   2.                                                   Please add a separate
question and answer to describe what consideration various parties
                                                        will receive in the
business combination. In this regard, by example only, we note your
 Geoffrey Strong
FirstName   LastNameGeoffrey
Spartan Acquisition  Corp. II Strong
Comapany
April       NameSpartan Acquisition Corp. II
       20, 2021
April 220, 2021 Page 2
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FirstName LastName
         disclosure on page 90 that the Blocker Holders, LTIP Unitholders and
Flow-Through
         Sellers "will receive a combination of cash, rights under the Tax
Receivable Agreement,
         Class A Common Stock and no-economic voting Class C Common Stock in
Sunlight
         Financial Holdings."
Will Spartan obtain new financing in connection with the Business Combination?,
page 5

3.       Please identify the New PIPE Investors referenced in this section.
Please also refile the
         Subscription Agreement filed as Exhibit 10.3 to identify the
Subscribers who signed the
         agreement.
Summary of the Proxy Statement/Prospectus
Sunlight Financial LLC, page 17

4.       Please provide us with the basis for the statements that Sunlight
estimates that it currently
         has a 19% market share for the facilitation of loans for residential
solar energy systems in
         the United States and that the total market for the purchase and
installation of residential
         solar energy systems was estimated at almost $12 billion per year in
2020 and is expected
         to grow by 10% by 2023.
Ownership of Sunlight Financial Holdings After the Closing, page 28

5.       For purposes of clarity, please include a short description for each
type of security that
         appears in the charton page 30, as well as the corresponding owners of
each class listed.
         In this regard, we note references to Class A Common Stock and Class C
Common Stock,
         which will continue to exist after the business combination, as well
as references to
         Sunlight Class X Units, Sunlight Warrants, and Spartan Warrants.
Organizational Structure, page 29

6.       We note the chart depicting the ownership structure upon completion of
the business
         combination. Please revise to add various percentages of ownership
described on pages
         28-29. In the alternative, you can include two different charts
showing different
         percentages based on different assumptions. Also include the
organizational chart
         depicting Spartan and Sunlight and their respective affiliated
entities involved in the
         business combination prior to the consummation of the merger
transaction.
Risk Factors, page 35

7.       We note your disclosure on page 38 describing the risk associated with
certain guarantees
         related to the performance of certain Indirect Channel Loans, which
Sunlight is required
         to repurchase in the event Sunlight is unable to facilitate the sale
of such loans.
         Disclosure states that Sunlight has not been required to date to
purchase solar system
         loans from its bank partner, which appears inconsistent with
disclosure on page F-48
         stating that for the year ended December 31, 2020, Sunlight
repurchased and wrote-off 49
         loans, totaling $1.1 million, from its Bank Partner, associated with
this guarantee. Please
 Geoffrey Strong
FirstName   LastNameGeoffrey
Spartan Acquisition  Corp. II Strong
Comapany
April       NameSpartan Acquisition Corp. II
       20, 2021
April 320, 2021 Page 3
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FirstName LastName
         explain and revise your disclosure as necessary.
Loans originated through Sunlight's technology platform, page 47

8.       We note your disclosure on page 48 that "one capital provider funded
.... 47.4% of
         Sunlight's funded solar system loans volume" in 2020. Please disclose
the name of the
         provider or provide us with the analysis of why you believe that the
identity of the capital
         provider is not material to investors' understanding of Sunlight's
business.
Spartan's initial stockholders have agreed to vote in favor, page 61

9.       Please disclose what percentage of public shareholders need to vote in
favor to approve
         the business combination for it to be approved.
Unaudited Prospective Financial Information, page 130

10.      Please remove the statement in this section that "[y]ou are cautioned
not to rely on the
         projections." Investors are entitled to rely on the disclosure in the
prospectus.
Expected Accounting Treatment, page 137

11.      Please provide us your accounting analysis related to accounting for
the business
         combination using the acquisition method under ASC 805. Please include
all relevant
         facts and circumstances and the specific guidance that supports your
accounting
         determination. At a minimum, please tell us:
             how you determined that Sunlight was a variable interest entity,
and
             how you determined that Spartan was considered to be the primary
beneficiary of
              Sunlight.
12.      We also note your disclosure on page 85 that "Spartan   s variable
interests in Sunlight
         include ownership of Sunlight, which results in the right (and
obligation) to receive
         benefits (and absorb losses) of Sunlight that could potentially be
significant to Spartan."
         Please tell us how you considered the guidance in ASC 810-10-25-38A
which appears to
         consider the characteristics that could potentially be significant to
the VIE.
Material U.S. Federal Tax Considerations in Respect of the Redemption, page 137

13.      Please delete your statements on pages 138 and 139 that investors
should "rely solely
         upon" their tax advisors to remove the implication that investors are
not entitled to rely on
         the disclosure in this section. Please remove other similar
inappropriate disclaimers from
         pages 13, 76, 140, 141, and 142.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Sunlight, page 162

14.      Please revise your MD&A to include a discussion of changes in
financial position for each
         of the periods presented in your financial statements.
 Geoffrey Strong
FirstName   LastNameGeoffrey
Spartan Acquisition  Corp. II Strong
Comapany
April       NameSpartan Acquisition Corp. II
       20, 2021
April 420, 2021 Page 4
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FirstName LastName
Executive Overview
Highlights, page 163

15.      We note your disclosure that Sunlight formed strategic partnerships
with distributors and
         referral companies in both solar and home improvement industries to
facilitate rapid
         expansion of Sunlight   s contractor network. Please enhance your
disclosure to explain the
         referral program in more detail and to quantify any incentives
associated with this referral
         program. In the event fees are paid to these referral companies,
please clearly disclose
         how these payments are made and reflected in your financial
statements.
Key Performance Metrics, page 164

16.      For each period presented, please revise to disclose, in tabular
format, the amount of
         funded loans broken down by:
             channel (i.e., direct vs. indirect); and
             line of business/product (i.e., residential energy solar systems
vs. home
             improvements).
Recent Developments, page 165

17.      Please file the indirect funding program agreement as an exhibit to
the registration
         statement, identify the channel provider and confirm that you have
disclosed the material
         terms of this agreement.
Information about Sunlight
Concentration, page 168

18.      We note your disclosure here that "[n]o single contractor was
responsible fore more than
         11.2% or 15.4% of [your] funded loan volume in 2019 and 2020,
respectively." Please
         tell us if any single customer accounted for 10% or more of your
revenues. If so, disclose
         who these customers are or provide us with the analysis of why you
believe this
         information is not material to investors.
Components of Results of Operations
Platform Fees, page 168

19.      We note your disclosure on page 168 that platform fees are generally
earned in the
         indirect channel when an indirect channel capital provider purchases a
particular loan
         from Sunlight   s bank partner. We also note your disclosure on page
169 that Sunlight   s
         revenues exclude the platform fees that Sunlight earns from the sale
of home improvement
         loans from the bank partner   s balance sheet as Sunlight instead
records a derivative that is
         marked to market, with realized gains recognized on the derivative on
the sale of the loan
         from the bank partner to an indirect channel capital provider. Please
explain this apparent
         discrepancy, clarify whether platform fees include revenue from the
indirect channel, and
         revise as necessary to provide consistent disclosure.
 Geoffrey Strong
Spartan Acquisition Corp. II
April 20, 2021
Page 5
Results of Operations
Year Ended December 31, 2020 Compared to the Year Ended December 31, 2019, page
170

20.      Please enhance your disclosure on page 170 to separately quantify the
amount and/or
         percentage of platform fees attributed to the direct and indirect
channels. Discuss
         underlying reasons for any significant fluctuations period to period
as well as any trends
         that are likely to impact performance in future periods.
21.      We note your disclosure that the average platform fee percentage
earned on loans funded
         by direct channel capital providers or purchased by indirect channel
capital providers
         decreased 0.5% from the year ended December 31, 2019 to the year ended
December 31,
         2020. Please revise to separately disclose and discuss the average
platform fee percentage
         for both the direct and indirect channels. In preparing your revised
disclosures, please
         include the following information separately for both the direct and
indirect channels:
             average dealer fee;
             range of, and average, percentage charged to contractors;
             average capital provider discount;
             range of, and average, percentage charged to capital providers;
             average platform fee; and
             range of, and average, percentage earned.
22.      Please revise your disclosure to explain in more detail how the mix of
loan products
         funded in a particular period impacts the platform fee percentage.
Describe the mix of
         products that generally carry higher capital provider discounts,
dealer fees, or both, along
         with the specific factors associated with these products that drives
the higher discounts
         and/or fees. Please expand your disclosure to describe the mix of loan
products funded in
         the two periods (i.e., 2020 vs. 2019) and any trends with regard to
the mix of loan
         products that are likely to impact the platform fee percentage in
future periods.
23.      We note your disclosure that the increase in capital providers
discounts charged to
         Sunlight in the indirect channel during the second quarter of 2020
associated with market
         uncertainty at the onset of the COVID-19 pandemic was a key factor
contributing to the
         decreased platform fee in 2020 compared to 2019. Please enhance your
disclosure to
         explain the reasons this market uncertainty impacted the discounts
charged to capital
         providers in the indirect channel, but not the direct channel.
24.    We note your disclosure on page 171 that costs and expenses include
certain broker fees
       related to loan origination arrangements subject to sunset provisions.
Please revise your
FirstName LastNameGeoffrey Strong
       disclosure to explain in more detail who these broker fees are paid to,
how they are
Comapany    NameSpartan
       determined,   and toAcquisition  Corp. II enhanced understanding of the
sunset provisions
                            include a significantly
       associated
April 20, 2021 Pagewith
                      5 these arrangements.
FirstName LastName
 Geoffrey Strong
FirstName   LastNameGeoffrey
Spartan Acquisition  Corp. II Strong
Comapany
April       NameSpartan Acquisition Corp. II
       20, 2021
April 620, 2021 Page 6
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Liquidity and Capital Resources
Available Liquidity and Capital Resources, page 177

25.      We note your disclosure that restricted cash held by Sunlight
primarily relates to a cash
         reserve that Sunlight   s bank partner requires to secure Sunlight   s
short-term guarantee
         obligations of certain loans temporarily held by Sunlight   s bank
partner. Please enhance
         this disclosure here, or elsewhere in the filing, to explain in detail
how the necessary
         amount of restricted cash is determined.
Platform Fees, page 178

26.      We note your disclosure on page 179 that Sunlight   s measurement of
its guarantee
         liability is subject to significant judgements using historical loss
experiences to estimate
         the likelihood that the guaranteed loans will default prior to sale
and the severity of loss
         Sunlight expects to incur. To provide investors with greater
transparency around your
         guarantee liability, please provide the underlying loan delinquency,
collection status and
         credit grades of these loans. Refer to ASC 460-10-50-4.
Sunlight's Technology-Enabled POS Financing Platform and Loan Facilitation,
page 184

27.      We note your disclosure describing the Sunlight Rewards program to
create loyalty
         among solar salespeople and your disclosure on page 171 that costs and
expenses include
         $1.7 million from redemption of these rewards. Please enhance your
disclosure here, or
         elsewhere in the filing, to provide a significantly enhanced
discussion of the rewards
         program, including how rewards are determined and redeemed, as well as
how you
         determine the liability associated with this program at each period
end. Please also revise
         your disclosures to include your accounting policy for this reward
program, including
         reference to the authoritative literature to support your accounting
policy.
Sunlight's Target and Market Opportunities, page 186

28.      We note that Sunlight's two core target markets are the solar system
loan market and the
         home improvement loan market. In order to provide additional context
regarding the
         relative size and importance of each of these markets to your
business, please disclose
         what percentage of funded loans and revenue are derived from each of
these respective
         business lines.
Sunlight's Products, page 193

29.      We note your disclosure on page 193 that solar loan products are
secured and fixed rate,
         closed-end term loans including tenors between 5 and 25 years,
interest rates per annum
         ranging from 0.99% to 7.49%, and minimum principal amounts generally
ranging from
         $10,000 to $100,000. We further note your disclosure on page 194 that
home
         improvement loan products include tenors ranging from three to 12
years with interest
         rates per annum up to 21.99%, and minimum loan balances of $500 up to
as large as
 Geoffrey Strong
FirstName   LastNameGeoffrey
Spartan Acquisition  Corp. II Strong
Comapany
April       NameSpartan Acquisition Corp. II
       20, 2021
April 720, 2021 Page 7
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         $100,000. Please enhance these disclosures to include a tabular
presentation of the
         weighted average tenor, interest rate and loan amount for each of
these loan products.
Agreements with Our Capital Providers, page 195

30.      We note your disclosure here and on page 38 describing the limited
circumstances under
         which Sunlight must assume credit risk, which generally includes loans
that are not sold
         prior to default defined as 120 days of nonpayment by the borrower and
the requirement
         to purchase loans from the bank partner after an agreed period of
time, subject to certain
         exceptions (180 days from origination for solar system loans and, with
respect to any
         home improvement loans that have been on its bank partner   s balance
sheet for greater
         than 12 months, beginning on May 1, 2021). Please enhance this
disclosure to explain
         whether, and if so, how you track delinquency and/or days from
origination for these
         loans so a reader could better gauge the credit risk associated with
these agreements with
         your capital providers.
Sunlight's Bank Partner and Indirect Channel Capital Providers, page 195

31.      We note your disclosure in this section that "approximately 22% of
Sunlight's
         funded solar loan volume during 2020, and all of Sunlight's funded
home improvement
         loans volume, was initially funded by Sunlight's bank partner for
purchase by an indirect
         channel capital provider." We also note that this bank partner
agreement does not have a
         change of control consent right triggered by the business combination.
If this is a material
         contract that will continue to be in force after the business
combination, please name the
         bank partner referenced here, describe the material terms of the
agreement and file it as an
         exhibit to your registration statement or advise. In addition, please
clarify if this is the
         same capital provider discussed in the concentration section on page
168 that funded
         48.5% and 45.3% of Sunlight's 2019 and 2020 funded loans,
respectively.
Executive Compensation, page 216

32.      Please disclose whether any compensation will be paid to the executive
officers and
         directors of Spartan or Sunlight pursuant to the business combination.
Exhibits

33.      We note your references to employment agreements with Sunlight's named
executive
         officers on pages 217-218. If these agreements will continue to be in
force after the
         business combination, please file them as exhibits or advise.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
 Geoffrey Strong
Spartan Acquisition Corp. II
April 20, 2021
Page 8

statement.

        You may contact Ben Phippen at (202) 551-3697 or Amit Pande, Accounting
Branch
Chief, at (202) 551-3423 if you have questions regarding comments on the
financial statements
and related matters. Please contact Tonya K. Aldave at (202) 551-3601 or Justin
Dobbie, Legal
Branch Chief, at (202) 551-3469 with any other questions.



                                                          Sincerely,
FirstName LastNameGeoffrey Strong
                                                          Division of
Corporation Finance
Comapany NameSpartan Acquisition Corp. II
                                                          Office of Finance
April 20, 2021 Page 8
cc:       Ramey Layne, Esq.
FirstName LastName