As filed with the U.S. Securities and Exchange Commission on November 24, 2020.

Registration No. 333-        

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

 

Spartan Acquisition Corp. II

(Exact Name of Registrant as Specified in its Charter)

 

 

Delaware		6770		85-2599566
(State or other jurisdiction of incorporation)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification No.)

 

 

9 West 57^th Street, 43^rd Floor
New York, NY 10019
(212) 515-3200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of registrant’s principal executive offices)

Geoffrey Strong
Chief Executive Officer
9 West 57^th Street, 43^rd Floor
New York, NY 10019
(212) 515-3200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

E. Ramey Layne Brenda Lenahan Vinson & Elkins L.L.P. 1114 Avenue of the Americas, 32nd Floor New York, New York 10036 (212) 237-0000

Joel Rubinstein Daniel Nussen White & Case LLP 1221 Avenue of the Americas New York, New York 10020 (212) 819-8200

 

 

Approximate date of commencement of proposed sale to the public: 

As soon as practicable after the effective date of this registration statement 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐ 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-249430 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

		Large accelerated filer		☐				Accelerated filer		☐
		Non-accelerated filer		☒				Smaller reporting company		☒
								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 7(a)(2)(B) of the Securities Act. ☐

 

  

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Security Being Registered		Amount Being Registered		Proposed Maximum Offering Price per Security (1)				Proposed Maximum Aggregate Offering Price (1)				Amount of Registration Fee
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant(2)		5,750,000 Units		$	10.00			$	57,500,000			$	6,274
Shares of Class A common stock included as part of the units(3)		5,750,000 Shares			—				—				—	(4)
Warrants included as part of the units(3)		2,875,000   Warrants			—				—				—	(4)
Total								$	57,500,000			$	6,274

 

(1)	Estimated solely for the purpose of calculating the registration fee.

 

(2)

Represents only the additional number of securities being registered and includes 750,000 units, consisting of 750,000 shares of Class A common stock and 375,000 warrants, which may be issued upon exercise of the 45-day option granted to the underwriters to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-249430).

 

(3)	Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

(4)	No fee pursuant to Rule 457(g).

  

THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

 

 

EXPLANATORY NOTE

  

This Registration Statement on Form S-1 is being filed with respect to the registration of 5,750,000 additional units of Spartan Acquisition Corp. II, a Delaware corporation (the “Registrant”), each consisting of one share of Class A common stock, par value $0.0001 (“Class A Common Stock”), and one-half of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1, including 750,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-249430) (the “Prior Registration Statement”), initially filed by the Registrant on October 9, 2020 and declared effective by the Securities and Exchange Commission on November 24, 2020. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

  

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.

Exhibits and Financial Statement Schedules.

 

(a)       Exhibits. All exhibits filed with or incorporated by reference in the Prior Registration Statement on Form S-1 (SEC File No. 333-249430) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

Exhibit Number		Description
5.1		Opinion of Vinson & Elkins L.L.P.
23.1		Consent of WithumSmith+Brown, PC.
23.2		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York on the 24^th day of November, 2020.

 

	Spartan Acquisition Corp. II
	By:	/s/ Geoffrey Strong
		Geoffrey Strong
		Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

 

Name		Position		Date
/s/ Geoffrey Strong		Chief Executive Officer and Director		November 24, 2020
Geoffrey Strong		(Principal Executive Officer)
/s/ James Crossen		Chief Financial Officer and Chief Accounting Officer		November 24, 2020
James Crossen		(Principal Financial and Accounting Officer)

 

 

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