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, 2018

 

SPARTAN ENERGY ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

 

Delaware		001-38625		82-3100340
(State of incorporation or organization)		(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) 258-0947
(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 communication 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))

 

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 3.02

Unregistered Sales of Equity Securities

 

On August 14, 2018, simultaneously with the closing of the initial public offering (the “IPO”) of Spartan Energy Acquisition Corp. (the “Company”) and pursuant to a Private Placement Warrants Purchase Agreement dated August 9, 2018 by and between the Company and the Company’s sponsor, Spartan Energy Acquisition Sponsor LLC (the “Sponsor”), the Company completed the private sale of 9,360,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to the Company of $14,040,000. The Private Placement Warrants are identical to the warrants sold as part of the Units (as defined below) in the IPO, except that the Private Placement Warrants will not be redeemable by the Company and will be exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

 

Item 5.02

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

 

On August 9, 2018, effective simultaneously with the effectiveness of the Company’s registration statement on Form S-1 (File No. 333-226274) (the “Registration Statement”), John M. Stice and Robert C. Reeves were appointed as members of the Board of Directors of the Company (the “Board”). The Board has determined that Messrs. Stice and Reeves are “independent directors” as defined in the NYSE listing standards and applicable Securities and Exchange Commission (the “Commission”) rules and will serve on the audit, compensation and nominating and governance committees with Mr. Stice serving as chair of the audit committee and Mr. Reeves serving as chair of the compensation and nominating and governance committees. Each of Messrs. Stice and Reeves will receive a one-time cash retainer of $150,000 and purchased 150,000 shares of Class B common stock of the Company from the Sponsor. In connection with their appointment the Company entered into an indemnification agreement with each of Messrs. Stice and Reeves which requires the Company to indemnify these individuals to the fullest extent permitted under Delaware law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description is qualified in its entirety by reference to the full text of the Indemnification Agreement, the form of which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

The Company’s Amended and Restated Certificate of Incorporation (as so amended, the “Certificate of Incorporation”) was approved on August 9, 2018. A description of the Certificate of Incorporation is contained in the section of the prospectus, dated August 9, 2018 pursuant to Rule 424(b) under the Securities Act (the “Prospectus”), entitled “Description of Capital Stock” and is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Certificate of Incorporation, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

 

Item 7.01

Regulation FD Disclosure

 

On August 9, 2018, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.

 

On August 14, 2018, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO.

 

The information in this Item 7.01 (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.

 

 

Item 8.01

Other Events.

 

On August 14, 2018, the Company completed its IPO of 55,200,000 units (the “Units”), including 7,200,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option. The Units were issued pursuant to an underwriting agreement, dated August 9, 2018, among the Company, on the one hand, and Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, on the other hand, as representatives of the several underwriters named therein. Each Unit had an offering price of $10.00 and consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one warrant of the Company (each such whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share.

 

Of the net proceeds of the IPO and the sale of the Private Placement Warrants, $552,000,000, including $19,320,000 of deferred underwriting discounts and commissions, has been deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its franchise and income tax obligations, the proceeds from the IPO and the sale of the Private Placement Warrants held in the trust account will not be released from the trust account until the earliest to occur of (a) the completion of the Company’s initial business combination (including the release of funds to pay any amounts due to any public stockholders who properly exercise their redemption rights in connection therewith), (b) the redemption of any public shares properly submitted in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not complete an initial business combination within 24 months from the closing of the IPO or (c) the redemption of the Company’s public shares if the Company is unable to complete its business combination within 24 months from the closing of the IPO, subject to applicable law.

 

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

 

●

A Warrant Agreement, dated August 9, 2018, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

 

●

A Letter Agreement, dated August 9, 2018, among the Company, its officers and directors and the Sponsor.

 

●

An Investment Management Trust Agreement, dated August 9, 2018, between the Company and Continental Stock Transfer & Trust Company, as trustee.

 

●

A Registration Rights Agreement, dated August 9, 2018, among the Company, the Sponsor and certain other security holders named therein.

 

●

An Administrative Services Agreement, dated August 9, 2018, between the Company and the Sponsor.

 

●

A Private Placement Warrants Purchase Agreement, August 9, 2018, between the Company and the Sponsor.

 

●

A Forward Purchase Agreement, dated August 9, 2018, between the Company and the investor listed as the purchaser named therein.

 

Each of the foregoing agreements is attached as Exhibits 4.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and is incorporated into this Item 8.01 by reference.

 

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description of Exhibits
3.1		Amended and Restated Certificate of Incorporation.
4.1		Warrant Agreement, dated August 9, 2018, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1		Letter Agreement, dated August 9, 2018, among the Company, its officers and directors and the Sponsor.
10.2		Investment Management Trust Agreement, dated August 9, 2018, between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.3		Registration Rights Agreement, dated August 9, 2018, among the Company, the Sponsor and certain other security holders named therein.
10.4		Administrative Services Agreement, dated August 9, 2018, between the Company and the Sponsor.
10.5		Private Placement Warrants Purchase Agreement, dated August 9, 2018, between the Company and the Sponsor.
10.6		Forward Purchase Agreement, dated August 9, 2018, between the Company and the investor listed as the purchaser named therein.
10.7		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to Spartan Energy Acquisition Corp.'s Registration Statement on Form S-1/A (Commission File No. 333-226274), filed on July 27, 2018).
99.1		Press Release, dated August 9, 2018.
99.2		Press Release, dated August 14, 2018.

 

  

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.

 

Date: August 14, 2018	SPARTAN ENERGY ACQUISITION CORP.
	By:	/s/ James Crossen
	Name:	James Crossen
	Title:	Chief Financial Officer and Chief Accounting Officer