Current Report Filing (8-k)
April 08 2020 - 3:34PM
Edgar (US Regulatory)
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): April
7, 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 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
5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On April 7, 2020, John
J. MacWilliams resigned from the board of directors (the “Board”) of Spartan Energy Acquisition Corp. (the “Company”).
Mr. MacWilliams’s resignation was not a result of any disagreement with the Company.
On April 7, 2020, Jan
C. Wilson was appointed as a member of the Board to fill the vacancy occurring in the Board as a result of Mr. MacWilliams’s
resignation. The Board has determined that Ms. Wilson is an “independent director” as defined in the New York Stock
Exchange (“NYSE”) listing standards and applicable Securities and Exchange Commission (“SEC”) rules and
regulations.
As previously disclosed
in a Current Report on Form 8-K filed by the Company with the SEC on February 21, 2020, the Company was previously not compliant
with NYSE Listing Rule 303A.07(a) (“Rule 303A.07(a)”), which requires that the Audit Committee of the Board (the “Audit
Committee”) be composed of a minimum of three independent members. In connection with her appointment to the Board, Ms. Wilson
has been appointed to the Audit Committee, which has brought the Company back into compliance with Rule 303A.07(a).
Jan C. Wilson, age 47,
served as a consultant to the Royal Bank of Canada from September 2015 until April 2017. Prior to her service as a consultant to
the Royal Bank of Canada, Ms. Wilson was a manager at Enron Corporation from May 1996 until January 2002, senior vice president
of RBS Sempra Commodities LLC from January 2002 until January 2011 and director of Freepoint Commodities LLC from June 2011 until
June 2013. Since April 2018, Ms. Wilson has served as a senior advisor for the Canada Pension Plan Investment Board and is the
founder/president of JW 1000 Ltd. a company focused on advising on all project contracts that are required to support financing
and allocation of risk for sustainable energy projects. Ms. Wilson was a private investor from March 2015 to August 2015 and from
April 2017 through March 2018. Ms. Wilson holds a B.A. in Economics and a B.A. in Honours Business Administration from the University
of Western Ontario and an M.B.A. from Queens University. Ms. Wilson is well-qualified to serve as director due to her extensive
experience in risk management and asset acquisition in the electricity, oil & gas and energy storage industries.
In connection with her
appointment to the Board, Ms. Wilson has joined the Letter Agreement, dated August 9, 2018, among the Company, its officers and
directors and its sponsor by entering into an Insider Letter Acknowledgment and Agreement, a copy of which is attached hereto as
Exhibit 10.1. Please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 for information regarding
the Letter Agreement. The Company also entered into an Indemnification Agreement with Ms. Wilson, a copy of which is attached hereto
as Exhibit 10.2, which requires the Company to indemnify her to the fullest extent permitted under Delaware law and to advance
expenses incurred as a result of any proceeding against her as to which she could be indemnified.
In connection with her
appointment to the Board, Ms. Wilson will receive a one-time cash retainer of $37,500. In addition, Ms. Wilson will be reimbursed
for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential
target businesses and performing due diligence on suitable business combinations.
On April 7, 2020, the
Company’s sponsor transferred 37,500 shares of the Company’s Class B common stock, par value $0.0001 per share, to
Ms. Wilson at their original purchase price.
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
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: April 8, 2020
|
By:
|
/s/ Geoffrey Strong
|
|
Name:
|
Geoffrey Strong
|
|
Title:
|
Chief Executive Officer
|
Spartan Energy Acquisition (NYSE:SPAQ.U)
Historical Stock Chart
From May 2024 to Jun 2024
Spartan Energy Acquisition (NYSE:SPAQ.U)
Historical Stock Chart
From Jun 2023 to Jun 2024
Real-Time news about Spartan Energy Acquisition Corp (New York Stock Exchange): 0 recent articles
More Spartan Energy Acquisition Corp. News Articles