United States securities and exchange commission logo
May 25, 2021
Geoffrey Strong
Chief Executive Officer
Spartan Acquisition Corp. II
9 West 57th Street, 43rd Floor
New York, NY 10019
Re: Spartan Acquisition
Corp. II
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 12, 2021
File No. 333-254589
Dear Mr. Strong:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our April
20, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Will Spartan obtain new financing in connection with the Business
Combination, page 6
1. We note your response
to our prior comment 3 and reissue in part. Please revise your
disclosure to identify
the number and nature of the New PIPE Investors referenced in this
section and to clarify
that none of the New PIPE Investors will own five percent or more
of the Common Stock of
the combined company upon the consummation of the Business
Combination. Please
also refile the Subscription Agreement filed as Exhibit 10.3 to
identify the
Subscribers who signed the agreement or explain why you are not required to
do so.
Geoffrey Strong
FirstName LastNameGeoffrey
Spartan Acquisition Corp. II Strong
Comapany
May NameSpartan Acquisition Corp. II
25, 2021
May 25,
Page 2 2021 Page 2
FirstName LastName
Loans originated through Sunlight's technology platform, page 53
2. We note your response to our prior comment 8 and reissue. Based on
your response and
disclosure in the prospectus, it appears that the identity of the
capital provider that funds
almost half of your solar system loans is material to investors'
understanding of Sunlight's
business, Sunlight's reliance on this capital provider and the related
concentration risk.
Please revise accordingly.
Information about Sunlight
Concentration, page 176
3. We note your response to our prior comment 18 and reissue. Please tell
us whether any of
the contractors that sold more than 10% of your loan volume in both
2019 and 2020. If so,
please identify those contractors.
Home Improvement Loan Market, page 198
4. We note your response to our prior comment 28 that "home improvement
loans have
represented only an immaterial portion of Sunlight's funded loan
volumes and revenue."
Please quantify this information for us and explain why you believe
the amounts are
immaterial. Please also balance the disclosure here to provide
investors with context to
describe the insignificance of this business line to Sunlight and to
balance your discussion
of the national home improvement market and its significant size.
Sunlight's Bank Partner and Indirect Channel Capital Providers, page 207
5. We note your response to our prior comment 31. Please name the bank
partner referenced
here and confirm that you have disclosed all of the material terms of
the agreement.
You may contact Ben Phippen at (202) 551-3697 or Amit Pande, Accounting
Branch
Chief, at (202) 551-3423 if you have questions regarding comments on the
financial statements
and related matters. Please contact Tonya K. Aldave at (202) 551-3601 or Justin
Dobbie, Legal
Branch Chief, at (202) 551-3469 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance
cc: Ramey Layne, Esq.