United States securities and exchange commission logo
September 21, 2020
Geoffrey Strong
Chief Executive Officer and Director
Spartan Energy Acquisition Corp.
9 West 57th Street, 43rd Floor
New York, New York 10019
Re: Spartan Energy
Acquisition Corp.
Revised Preliminary
Proxy Statement on Schedule 14A
Filed September 11,
2020
File No. 001-38625
Dear Mr. Strong:
We have reviewed your filing 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A filed September 11,
2020
Unaudited Pro Forma Condensed Combined financial Information, page 81
1. You disclose on pages V
and 125 that a total of 49,318,959 shares of Class A Common
Stock will be issued to
the Fisker shareholders pursuant to the terms of the Business
Combination Agreement.
The footnote to your pro forma common stock shares
outstanding table on
page 81 appears to indicate that additional shares will also be issued
to these shareholders
based on the Closing Cash. Please revise the disclosures as
appropriate.
Satisfaction of 80% Test, page 123
2. We note your response
to prior comment 16. Please revise to clarify the "comparable
company EBITDA
multiples and revenue multiples" underlying the Board's conclusion
and how those multiples
relate to the valuation it assigned to Fisker.
Geoffrey Strong
Spartan Energy Acquisition Corp.
September 21, 2020
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Spartan, page 198
3. Please revise your discussion to provide an analysis of the underlying
factors that
contributed to material changes in the components of net income. In this
regard, we note
your G&A expenses and investment income from trust account balances
significantly
fluctuated between the periods presented. Refer to SEC Release No 33-8350
for guidance.
Spartan Energy Acquisition Corp Unaudited Condensed Financial Statements
Note 8 - Subsequent Events, page F-17
4. You disclose on page 71 that a purported Spartan stockholder filed a
putative class action
lawsuit on August 31, 2020 in connection with the business combination.
Tell us your
consideration to include a discussion of this matter in your subsequent
events disclosures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact SiSi Cheng at (202) 551-5004 or Kevin Stertzel at (202)
551-3723 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Geoff Kruczek at (202) 551-3641 or Erin Purnell at (202) 551-3454 with
any other
questions.
Sincerely,
FirstName LastNameGeoffrey Strong
Division of
Corporation Finance
Comapany NameSpartan Energy Acquisition Corp.
Office of
Manufacturing
September 21, 2020 Page 2
cc: Ramey Layne
FirstName LastName