Item 2.01. Completion of Acquisition or Disposition of Assets.
Business and Properties The information set forth in the section of the Registration Statement filed pursuant to Form S-1 (File No: 333-258338), filed onJuly 30, 2021 ("Form S-1") entitled "Business" beginning on page 103 is incorporated herein by reference.
Risk Factors The information set forth in Exhibit 99.7 to this Amendment No. 1 is incorporated herein by reference.
Unaudited Pro Forma Condensed Combined Financial Information The information set forth in Exhibit 99.5 to this Amendment No. 1 is incorporated herein by reference.
Management's Discussion and Analysis of Financial Condition and Results of Operations The information set forth in Exhibit 99.4 to this Amendment No. 1 is incorporated herein by reference.
Executive Compensation The information set forth in the section of the Form S-1 entitled "Executive Compensation" beginning on page 129 is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management The information set forth in the section of the Form S-1 entitled "Beneficial Ownership of Securities" beginning on page 151 is incorporated herein by reference.
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Directors and Executive Officers The information set forth in the section of the Form S-1 entitled "Management" beginning on page 122 is incorporated herein by reference.
Certain Relationships and Related Transactions, and Director Independence The information set forth in the section of the Form S-1 entitled "Certain Relationships and Related Party Transactions" beginning on page 164 is incorporated herein by reference.
Legal Proceedings The information set forth in the section of the Form S-1 entitled "Business-Legal Proceedings" beginning on page 121 is incorporated herein by reference. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters The information set forth in the section of the Form S-1 entitled "Market Price For Securities and Dividend Policy" beginning on page 55 is incorporated herein by reference. Certain Indebtedness The information set forth in the section of the Form S-1 entitled "Market Price For Securities and Dividend Policy-Certain Indebtedness" beginning on page 55 is incorporated herein by reference. Recent Sales ofUnregistered Securities The information set forth in the section of the Form S-1 entitled "Recent Sales ofUnregistered Securities " beginning on page II-1 is incorporated herein by reference. Description of Registrant's Securities The information set forth in the section of the Form S-1 entitled "Description of Securities" beginning on page 139 is incorporated herein by reference.
Indemnification of Directors and Officers The information set forth in the section of the Form S-1 entitled "Certain Relationships and Related Party Transactions-Indemnification Agreements" beginning on page 167 is incorporated herein by reference.
Financial Statements, Supplementary Data and Exhibits The information set forth in sections (a), (b) and (d) of Item 9.01 of this Amendment No. 1 is incorporated herein by reference.
Item 2.02. Results of Operation and Financial Condition.
The information set forth under Item 9.01 of this Amendment No. 1 is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.6 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The unaudited condensed consolidated financial statements of Spartan, as ofJune 30, 2021 and for the three and six months endedJune 30, 2021 , and the related notes thereto are attached as Exhibit 99.1 and are incorporated herein by reference. Also included as Exhibit 99.2 and incorporated herein by reference is the Management's Discussion and Analysis of Financial Condition and Results of Operations of Spartan for the three and six months endedJune 30, 2021 . The unaudited condensed consolidated financial statements of Sunlight, as ofJune 30, 2021 and for the three and six months endedJune 30, 2021 and 2020, and the related notes thereto are attached as Exhibit 99.3 and are incorporated herein by reference. Also included as Exhibit 99.4 and incorporated herein by reference is the Management's Discussion and Analysis of Financial Condition and Results of Operations of Sunlight for the three and six months endedJune 30, 2021 and 2020. --------------------------------------------------------------------------------
(b) Pro forma financial information.
Certain pro forma financial information of the Company is attached hereto as Exhibit 99.5 and is incorporated herein by reference.
(d) Exhibits.
The exhibits filed as part of this Current Report on Form 8-K are listed in the index to exhibits immediately preceding the signature page to this Current Report on Form 8-K, which index to exhibits is incorporated herein by reference.
Exhibit Number Description
99.1 Unaudited Consolidated Financial Statements of
Spartan Acquisition Corp. II as of
June 30, 2021 andDecember 31, 2020 and for the
Three and Six Months Ended
2021 . 99.2 Management's Discussion and Analysis of Financial
Condition and Results of
Operations of Spartan Acquisition Corp. II for the
Three and Six Months Ended June
30, 2021 . 99.3 Unaudited Condensed Consolidated
Financial Statements of Sunlight
Financial LLC as ofJune 30, 2021 andDecember 31 ,
2020 and for the Three and Six
M onths E nded June 30, 2021 and
2020.
99.4 Management's Discussion and Analysis of Financial
Condition and Results of
Operations ofSunlight Financial LLC for the Three
and Six M onths ended
June 30, 2021 and 2020. 99.5 Unaudited Pro Forma Condensed Combined Financial
Information of the Company as of
June 30, 2021 and for the Six Months EndedJune 30 ,
2021 and the Year Ended
December 31, 2020 . 99.6 Press Release, DatedAugust 16, 2021 , Reporting
Spartan Acquisition Corp. II's
andSunlight Financial LLC's Financial Results for
the Second Quarter Ended June
30, 2021. 99.7 Risk Factors 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document).
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