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 9, 2021
Spartan Acquisition Corp. II
(Exact name of registrant as specified in its charter)
| Delaware | 001-39739 | 85-2599566 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | |
(I.R.S.
Employer Identification No.) |
9 West 57th Street, 43rd Floor New York, NY |
10019 | |
| (Address of principal executive offices) | (Zip Code) |
(212) 515-3200
(Registrant’s telephone number, including area code)
Not Applicable
(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 (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | SPRQ U | The New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | SPRQ | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | SPRQ WS | The 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. |
On July 8, 2021, Spartan Acquisition Corp. II, a Delaware corporation (the “Company”), convened a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement/prospectus (File No. 333-254589) filed by the Company with the Securities and Exchange Commission on June 21, 2021, as supplemented.
There were 43,125,500 shares of common stock issued and outstanding on June 1, 2021, the record date (the “Record Date”) for the Special Meeting. At the Special Meeting, there were 32,408,370 shares present either by proxy or online, representing approximately 75% of the total outstanding shares of the Company’s common stock as of the Record Date, which constituted a quorum.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 – The Business Combination Proposal
The Business Combination Agreement and Plan of Reorganization, dated as of January 23, 2021 (the “Business Combination Agreement”), among the Company, SL Invest I Inc., a Delaware corporation and wholly owned subsidiary of the Company, SL Invest II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, SL Financial Investor I LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, SL Financial Investor II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, SL Financial Holdings Inc., a Delaware corporation and wholly owned subsidiary of Spartan (“Spartan Sub”), SL Financial LLC, a Delaware limited liability company and wholly owned subsidiary of Spartan Sub, Sunlight Financial LLC, a Delaware limited liability company (“Sunlight”), FTV-Sunlight, Inc., a Delaware corporation and Tiger Co-Invest B Sunlight Blocker, LLC, a Delaware limited liability company, pursuant to which a business combination between the Company and Sunlight will be effected (the “Business Combination”), was approved and adopted, and all transactions contemplated by the Business Combination were approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 31,376,323 | 994,750 | 37,297 |
Proposal No. 2 – The Charter Proposals
Proposal No. 2A – The Authorized Share Charter Sub-Proposal
The amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to (a) increase the number of authorized shares of the Company’s capital stock, par value $0.0001 per share, from (i) 271,000,000 shares, consisting of 270,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), including 250,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and 20,000,000 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”) and 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”) to (ii) an aggregate of 540,000,000 shares, consisting of 505,000,000 shares of Common Stock, including 420,000,000 shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock and 65,000,000 shares of Class C common stock, par value $0.0001 per share, of Sunlight Financial Holdings Inc. (“Sunlight Financial Holdings” and such common stock, “Class C Common Stock”), which will be a new class of non-economic common stock issued at the closing of the Business Combination (the “Closing”), and 35,000,000 shares of Preferred Stock; and (b) specify the rights of the Class C Common Stock in order to provide for the Company’s “Up-C” structure was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 31,328,224 | 1,031,515 | 48,631 |
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Proposal No. 2B – The Additional Charter Sub-Proposal
The amendment to the Charter to make certain changes that the board of directors of the Company (the “Board”) deems appropriate for a public operating company, including changing the post-combination company’s name to “Sunlight Financial Holdings Inc.,” removing the provision that the Company elects to not be subject to Section 203 of the Delaware General Corporation Law, eliminating the right of stockholders to act by written consent and certain other changes was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 31,360,301 | 1,002,148 | 45,921 |
Proposal No. 2C – The Bylaw Amendment Charter Sub-Proposal
The amendment to the Charter to require the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Sunlight Financial Holdings’ capital stock entitled to vote generally in the election of directors, voting together as a single class, for the stockholders of Sunlight Financial Holdings to adopt, amend or repeal any provision of Sunlight Financial Holdings’ bylaws was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 31,347,253 | 1,018,536 | 42,581 |
Proposal No. 2D – The Charter Amendment Charter Sub-Proposal
The amendment to the Charter to require, except as otherwise provided in the proposed second amended and restated charter of the Company (the “Proposed Second A&R Charter”), including, for example, to increase or decrease the number of authorized shares of Class A Common Stock, Class B Common Stock, Class C Common Stock or Preferred Stock, the affirmative vote of the holders of at least 66⅔% of the voting power of all then-outstanding shares of Sunlight Financial Holdings’ capital stock entitled to vote generally in the election of directors, voting together as a single class, to amend or repeal any provision of the of the Proposed Second A&R Charter was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 31,319,983 | 1,042,254 | 46,133 |
Proposal No. 3 – The NYSE Proposal
The proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance of up to (a) an aggregate of 138,000,000 shares of Class A Common Stock, including, without limitation, (i) in connection with the Business Combination, (ii) to the investors in the private offering of Class A Common Stock to certain investors, which shall occur immediately prior to or substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement, and (iii) as a result of the redemption of any of the common units representing limited liability company interests in Sunlight (the “Sunlight Class EX Units”) as designated in the Fifth Amended and Restated Limited Liability Company Agreement which will be entered into by and among Sunlight, Sunlight Financial Holdings, Spartan Sub and certain members named therein concurrently with the Closing (the “Sunlight A&R LLC Agreement”) and a corresponding number of shares of Class C Common Stock pursuant to the Sunlight A&R LLC Agreement (including any such Sunlight Class EX Units and shares of Class C Common Stock issuable upon the exercise of any of the outstanding warrants to purchase outstanding units representing limited liability company interests in Sunlight (the “Sunlight Warrants”) after the Closing, which will be immediately redeemed for shares of Class A Common Stock upon such exercise, unless the exercising holder elects otherwise); and (b) an aggregate of 65,000,000 shares of Class C Common Stock in connection with the Business Combination was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 30,676,436 | 1,691,856 | 40,078 |
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Proposal No. 4 – The 2021 Plan Proposal
The Sunlight Financial Holdings 2021 Equity Incentive Plan and the material terms thereunder were approved and adopted. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 23,860,389 | 8,500,821 | 47,160 |
Proposal No. 5 – The ESPP Proposal
The Sunlight Financial Holdings 2021 Employee Stock Purchase Plan and the material terms thereunder were approved and adopted. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 32,266,403 | 97,466 | 44,501 |
Proposal No. 6 – The Director Election Proposal
The Company’s stockholders elected, effective immediately after the Closing, Jeanette Gorgas, Joshua Siegel and Kenneth Shea to serve as Class I directors until the Company’s 2022 annual meeting of stockholders, Brad Bernstein, Emil W. Henry, Jr. and Jennifer D. Nordquist to serve as Class II directors until the Company’s 2023 annual meeting of stockholders and Toan Huynh, Matthew Potere and Philip Ryan to serve as Class III directors until the Company’s 2024 annual meeting of stockholders, or until such directors’ respective successors have been duly elected and qualified, or until such directors’ earlier death, resignation, retirement, or removal. The voting results were as follows:
| Nominee | Votes For | Withheld | ||||||
| Matthew Potere | 32,294,300 | 114,070 | ||||||
| Brad Bernstein | 32,294,204 | 114,166 | ||||||
| Jeanette Gorgas | 32,294,405 | 113,965 | ||||||
| Emil W. Henry, Jr. | 32,293,696 | 114,674 | ||||||
| Toan Huynh | 32,293,771 | 114,599 | ||||||
| Jennifer D. Nordquist | 32,293,935 | 114,435 | ||||||
| Philip Ryan | 32,293,669 | 114,701 | ||||||
| Kenneth Shea | 32,293,497 | 114,873 | ||||||
| Joshua Siegel | 32,294,255 | 114,115 | ||||||
Proposal No. 7 – The Adjournment Proposal
The adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the other proposals was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||
| 31,035,335 | 1,330,497 | 42,538 |
| Item 8.01. | Other Events. |
Stockholders holding 19,227,063 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”). As a result, $192,297,042.41 (or approximately $10.00 per share) will be removed from the Trust Account to pay such holders.
On July 8, 2021, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 99.1 | Press Release dated July 8, 2021. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: July 9, 2021
|
Spartan Acquisition Corp. II | |
| By: | /s/ Geoffrey Strong | |
| Name: | Geoffrey Strong | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Spartan Acquisition Corp. II Announces Stockholder Approval of Business Combination with Sunlight Financial
NEW YORK, NY AND CHARLOTTE, NC – July 8, 2021 – Spartan Acquisition Corp. II, a publicly-traded special purpose acquisition company (“Spartan”) (NYSE: SPRQ), today announced the business combination (the “Business Combination”) between Spartan and Sunlight Financial (“Sunlight”), a premier, technology-enabled point-of-sale financing company, was approved by Spartan’s stockholders, with the Business Combination supported by 97% of the shares of Spartan voted at the special meeting of Spartan stockholders (“Special Meeting”).
Ten proposals, including sub-proposals, were considered and voted upon by Spartan’s stockholders at the Special Meeting on July 8, 2021. A Form 8-K disclosing the full voting results will be filed with the Securities and Exchange Commission.
The Business Combination is expected to close on July 9, 2021. Following the close, the combined company will be renamed Sunlight Financial Holdings Inc. and its common stock and warrants are expected to begin trading on the New York Stock Exchange under the ticker symbols “SUNL” and “SUNLW”, respectively, commencing on July 12, 2021.
About Sunlight Financial
Sunlight Financial is a premier, technology-enabled point-of-sale finance company. Sunlight partners with contractors nationwide to provide homeowners with financing for the installation of residential solar systems and other home improvements. Sunlight’s best-in-class technology and deep credit expertise simplify and streamline consumer finance, ensuring a fast and frictionless process for both contractors and homeowners. For more information, visit www.sunlightfinancial.com.
About Spartan Acquisition Corp. II
Spartan is a special purpose acquisition entity focused on the energy value chain in North America and was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Spartan is sponsored by Spartan Acquisition Sponsor II LLC, which is owned by a private investment fund managed by an affiliate of Apollo Global Management, Inc. (together with its subsidiaries, “Apollo”) (NYSE: APO). For more information, please visit www.spartanspacii.com.
Forward-Looking Statements
The information in this press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements may include, but are not limited to, statements regarding the closing of the Business Combination. These forward-looking statements are not guarantees of future performance, reflect the current views and expectations of Spartan’s management and Sunlight’s management, are based on various assumptions, whether or not identified herein, and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from expectations or results projected or implied by such forward-looking statements. Such risks and uncertainties include, among others: changes in domestic and foreign business, market, financial, political and legal conditions; the inability of Spartan and Sunlight to successfully or timely consummate the Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination or whether conditions to closing of the proposed Business Combination in the agreements related to the proposed Business Combination will be satisfied or waived; failure to realize the anticipated benefits of the Business Combination; the ability of Spartan or the combined company to issue equity or equity-linked securities in connection with the Business Combination or in the future; risks relating to the uncertainty of the projected operating and financial information with respect to Sunlight; risks related to Sunlight’s business and the timing of expected business milestones or results; the effects of competition and regulatory risks, and the impacts of changes in legislation or regulations on Sunlight’s future business; the expiration, renewal, modification or replacement of the federal solar investment tax credit, rebates and other incentives; the effects of the COVID-19 pandemic on Sunlight’s business or future results; Sunlight’s ability to attract and retain its relationships with third parties, including Sunlight’s capital providers and solar contractors; changes in the retail prices of traditional utility generated electricity; the availability of solar panels, batteries and other components and raw materials; and such other risks and uncertainties discussed in the “Risk Factors” section of Spartan’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 11, 2021, as amended on May 11, 2021, and Registration Statement on Form S-4 as filed with the SEC on March 22, 2021, as amended on May 12, 2021 and June 1, 2021, and other documents of Spartan filed, or to be filed, with the SEC. All forward-looking statements used herein speak only as of the date they are made and are based on information available at that time. Neither Spartan nor Sunlight assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Important Information for Investors; No Offer or Solicitation
In connection with the transactions (the “Transactions”) contemplated by that certain Business Combination Agreement, dated as of January 23, 2021, by and among Sunlight, Spartan and their subsidiaries and affiliates party thereto, Spartan has filed a Registration Statement on Form S-4, as amended (which includes a proxy statement/prospectus of Spartan) and other relevant documents with the SEC. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. In addition, nothing contained herein should be construed as legal, financial, tax or other advice. SECURITY HOLDERS OF SPARTAN AND SUNLIGHT ARE URGED TO READ (1) THE REGISTRATION STATEMENT, (2) THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO), (3) OTHER DOCUMENTS RELATING TO THE TRANSACTIONS THAT WILL BE FILED WITH THE SEC BY SPARTAN, AND (4) ADDITIONAL PRESS RELEASES FROM SUNLIGHT AND SPARTAN FOUND ON THEIR RESPECTIVE WEBSITES, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS. Spartan’s and Sunlight’s stockholders can obtain a free copy of the proxy statement/prospectus, as well as other filings containing information about Spartan, Sunlight and the Transactions, without charge, at the SEC’s website located at www.sec.gov.
Contacts
Sunlight Financial:
Investor Relations
Lucia Dempsey, Sunlight Financial
Garrett Edson, ICR
investors@sunlightfinancial.com
888.315.0822
Public Relations
Doug Donsky / Brian Ruby, ICR
media@sunlightfinancial.com
646.677.1844
Spartan Acquisition Corp. II:
Investor Relations:
Info@spartanspacii.com
Media:
Communications@apollo.com