SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 3, 2020
Spartan Energy Acquisition Corp.
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
9 West 57th Street, 43rd Floor
New York, New York 10019
|(Address of principal executive offices, including zip code)|
|Registrant’s telephone number, including area code: (212) 258-0947|
|(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
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 x
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 5.03||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
On August 3, 2020, Spartan Energy Acquisition Corp., a Delaware corporation (the “Company”), held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved and adopted an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination for an additional six months, from August 14, 2020 to February 14, 2021. The Charter Amendment was effective upon filing with the Secretary of State of the State of Delaware on August 4, 2020. A copy of the Charter Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.
|Item 5.07||Submission of Matters to a Vote of Security Holders.|
As discussed above, on August 3, 2020, the Company held the Special Meeting. At the Special Meeting, holders of an aggregate of 39,101,520 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and 13,800,000 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “common stock”), which represents 76.7% of the shares of common stock outstanding and entitled to vote as of the record date of July 9, 2020, were represented in person or by proxy.
At the Special Meeting, the following proposal was submitted to and approved by the Company’s stockholders:
1. The Charter Amendment Proposal – the voting results of a proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination for an additional six months, from August 14, 2020 to February 14, 2021 (the “Charter Amendment”) are set forth below:
The proposal was approved, having received “for” votes from holders of at least 65% of the outstanding shares of common stock.
In connection with the Charter Amendment, the holders of 7,458 shares of Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.31 per share, for an aggregate redemption amount of approximately $76,921.62.
The approval of the Charter Amendment will provide an opportunity for the Company’s stockholders to evaluate the Company’s proposed business combination transaction (the “Proposed Transaction”) with Fisker Inc., a Delaware corporation (“Fisker”). In connection with the Proposed Transaction, the Company, Fisker and Spartan Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company, entered into a business combination agreement and plan of reorganization on July 10, 2020, as reported on the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 13, 2020.
Important Information and Where to Find It
In connection with the Proposed Transaction, the Company will file a proxy statement with the SEC. Additionally, the Company will file other relevant materials with the SEC in connection with the Proposed Transaction. Copies may be obtained free of charge at the SEC’s web site at www.sec.gov. Security holders of the Company are urged to read the proxy statement and the other relevant materials when they become available before making any voting decision with respect to the Proposed Transaction because they will contain important information about the Proposed Transaction and the parties thereto. The information contained on, or that may be accessed through, the websites referenced in this Current Report on Form 8-K is not incorporated by reference into, and is not a part of, this Current Report Form 8-K.
Participants in the Solicitation
The Company and its directors and officers may be deemed participants in the solicitation of proxies of the Company’s stockholders in connection with the Proposed Transaction. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and the proxy statement and other relevant materials filed with the SEC in connection with the Proposed Transaction when they become available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases, be different than those of the Company’s stockholders generally, will be set forth in the proxy statement relating to the Proposed Transaction when it becomes available.
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Current Report on Form 8-K, regarding the Company’s proposed acquisition of Fisker and the Company’s ability to consummate the Proposed Transaction, are forward-looking statements. When used in this Current Report on Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company and Fisker disclaim any duty to update any forward looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Current Report on Form 8-K. The Company and Fisker caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either the Company or Fisker. In addition, the Company cautions you that the forward-looking statements contained in this Current Report on Form 8-K are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the Proposed Transaction or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against the Company or Fisker following announcement of the Proposed Transaction; (iii) the inability to complete the Proposed Transaction due to the failure to obtain approval of the stockholders of Spartan, or other conditions to closing in the agreements related to the Proposed Transaction; (iv) the risk that the Proposed Transaction disrupts the Company’s or Fisker’s current plans and operations as a result of the announcement of the Proposed Transaction; (v) Fisker’s ability to realize the anticipated benefits of the Proposed Transaction, which may be affected by, among other things, competition and the ability of Fisker to grow and manage growth profitably following the Proposed Transaction; (vi) costs related to the Proposed Transaction; (vii) changes in applicable laws or regulations; and (viii) the possibility that Fisker may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks or uncertainties described in this Current Report on Form 8-K materialize, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the Company’s periodic filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2019. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
|Item 9.01.||Financial Statements and Exhibits.|
|3.1||Certificate of Amendment to Amended and Restated Certificate of Incorporation of Spartan Energy Acquisition Corp.|
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: August 4, 2020||By: /s/ Geoffrey Strong|
Name: Geoffrey Strong
Title: Chief Executive Officer
CERTIFICATE OF AMENDMENT
AMENDED AND RESTATED
SPARTAN ENERGY ACQUISITION CORP.
August 3, 2020
Spartan Energy Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Spartan Energy Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on October 13, 2017 and was amended by a certificate of amendment, which was filed with the Secretary of State of the State of Delaware on October 24, 2017. The Amended and Restated Certificate of Incorporation of the Corporation (the “Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on August 13, 2018.
2. This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate.
3. This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. The text of Paragraph (b) of Section 9.1 of Article IX is hereby amended and restated to read in full as follows:
“(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission (the “SEC”) on July 20, 2018, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earlier of (i) the completion of the initial Business Combination, (ii) the redemption of shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7) and (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination on or before February 14, 2021. Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of Spartan Energy Acquisition Sponsor LLC (the “Sponsor”) are referred to herein as “Public Stockholders.”“
5. The text of Paragraph (d) of Section 9.2 of Article IX is hereby amended and restated to read in full as follows:
“(d) In the event that the Corporation has not consummated an initial Business Combination on or before February 14, 2021, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.”
6. The text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows:
“Section 9.7 Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) that would affect the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated an initial Business Combination on or before February 14, 2021, the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes, divided by the number of then outstanding Offering Shares. The Corporations’ ability to provide such opportunity is subject to the Redemption Limitation.”
IN WITNESS WHEREOF, Spartan Energy Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
SPARTAN ENERGY ACQUISITION CORP.
By: /s/ Geoffrey Strong
Name: Geoffrey Strong
Title: Chief Executive Officer