Attached files
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| EX-99.1 - EX-99.1 - Spartan Acquisition Corp. III | spaq-ex991_6.htm |
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, 2021
SPARTAN ACQUISITION CORP. III
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-40022 |
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86-1182458 |
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(State of incorporation |
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(Commission File Number) |
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(I.R.S. Employer |
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9 West 57th Street, 43rd Floor New York, NY |
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10019 |
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(Address of principal executive offices) |
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(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 filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading symbol(s) |
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Name of each exchange on which registered |
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Units, each consisting of one share of Class A common stock and one-fourth of one warrant |
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SPAQ.U |
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New York Stock Exchange |
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Class A common stock, par value $0.0001 per share |
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SPAQ |
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New York Stock Exchange |
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Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
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SPAQ.WS |
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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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
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. ☐
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Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 25, 2021, Spartan Acquisition Corp. III (the “Company”) received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2021 (the “Q1 2021 Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”).
The NYSE informed the Company that, under NYSE rules, the Company will have six months from May 24, 2021 to file the Q1 2021 Form 10-Q with the SEC. The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its Q1 2021 Form 10-Q.
As the Company reported in its Form 12b-25 filed with the SEC on May 17, 2021, the Company reevaluated the accounting treatment of its warrants (the “Warrants”) following the issuance by the Staff of the SEC (the “SEC Staff”) of the “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Staff Statement”), which provides guidance for all SPACs regarding the accounting and reporting for their warrants. The Company concluded that, based on the SEC Staff Statement, the Warrants should be accounted for as a liability and measured at fair value, with changes in fair value for each period reported in the Company’s statement of operations. The Company continues to work diligently to complete the Q1 2021 Form 10-Q as soon as possible, and the Company anticipates filing the Q1 2021 Form 10-Q prior to June 4, 2021.
On May 28, 2021, the Company issued a press release regarding receipt of the notice from the NYSE. The press release is attached hereto as Exhibit 99.1.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number |
Description of Exhibit |
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99.1 |
SIGNATURE
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: May 28, 2021
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SPARTAN ACQUISITION CORP. III |
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By: |
/s/ Geoffrey Strong |
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Name: Geoffrey Strong |
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Title: Chief Executive Officer |