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): February 20, 2020
Spartan Energy Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38625 | 82-3100340 | ||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | 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 filing 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-third of one warrant | SPAQ.U | The New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | SPAQ | 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 | SPAQ.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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On February 20, 2020, John J. MacWilliams resigned as a member of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Spartan Energy Acquisition Corp. (the “Company”). Mr. MacWilliams’s resignation from the Audit Committee reduced the number of directors currently serving on the Audit Committee to two, rendering the Company noncompliant with New York Stock Exchange Listing Rule 303A.07(a) (“Rule 303A.07(a)”), which requires that the Audit Committee be composed of a minimum of three independent members.
On February 20, 2020, the Company advised the New York Stock Exchange of Mr. MacWilliams’s resignation from the Audit Committee, its consequences with regard to compliance with Rule 303A.07(a) and the Company’s intention to regain compliance with Rule 303A.07(a) as soon as reasonably practicable.
The Board is currently in the process of identifying a qualified candidate to fill the Audit Committee seat that was vacated by Mr. MacWilliams’s resignation.
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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.
| SPARTAN ENERGY ACQUISITION CORP. | ||
| Date: February 21, 2020 | By: | /s/ Geoffrey Strong |
| Name: | Geoffrey Strong | |
| Title: | Chief Executive Officer | |
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