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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sunlight Financial Holdings Inc - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| December 8, 2023 |
US86738J3041 / SUNLIGHT FINANCIAL HOLDINGS INC A / ALLIANCEBERNSTEIN L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sunlight Financial Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 86738J304 (CUSIP Number) November 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| December 7, 2023 |
Exhibit 10.6 EXECUTION VERSION SECOND AMENDED AND RESTATED HOME IMPROVEMENT LOAN SALE AGREEMENT by and among CROSS RIVER BANK, SUNLIGHT FINANCIAL LLC and SUNLIGHT FINANCIAL LLC, FOR ITSELF AND/OR ON BEHALF OF ANY PERSON EXECUTING A PURCHASER JOINDER AGREEMENT HEREUNDER December 6, 2023 TABLE OF CONTENTS Section 1. Definitions 3 Section 2. Purchase of Loans; Payment to Bank; Reporting to Bank 3 Sec |
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| December 7, 2023 |
Exhibit 3.2 Execution Version Second Amended and Restated Bylaws of Sunlight Financial Holdings Inc. (A Delaware Corporation) Dated December 6, 2023 ARTICLE I OFFICES Section 1. Registered Office. The registered office of the Sunlight Financial Holdings Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Third Amended and Restated Certificate of Incorporation |
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| December 7, 2023 |
Third amendment TO mASTER SERVICES Agreement Exhibit 10.7 EXECUTION VERSION Third amendment TO mASTER SERVICES Agreement This THIRD AMENDMENT TO MASTER SERVICES AGREEMENT (this “Amendment”), is effective as of December 6, 2023 (the “Effective Date”), is by and among Cross River Bank, having its principal place of business at 2115 Linwood Avenue, Fort Lee, NJ 07666 (“CRB”), Sunlight Financial LLC, having its principal place of business at 101 |
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| December 7, 2023 |
IN THE UNITED STATES BANKRUPTCY COURT FOR THE district of delaware Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE district of delaware x In re : Chapter 11 : SUNLIGHT FINANCIAL HOLDINGS INC., : Case No. 23-11794 (MFW) et al., : : (Jointly Administered) Debtors.1 : : : x AMENDED JOINT PREPACKAGED CHAPTER 11 PLAN OF REORGANIZATION OF SUNLIGHT FINANCIAL HOLDINGS INC. AND ITS AFFILIATED DEBTORS WEIL, GOTSHAL & MANGES LLP RICHARDS, LAYTON & FINGER, P.A. Ray |
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| December 7, 2023 |
Exhibit 3.1 Execution Version THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUNLIGHT FINANCIAL HOLDINGS INC. (Pursuant to Sections 242, 245 and 303 of the General Corporation Law of the State of Delaware) Sunlight Financial Holdings Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Cor |
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| December 7, 2023 |
Exhibit 10.3 EXECUTION VERSION THIRD AMENDED AND RESTATED LOAN PROGRAM AGREEMENT between CROSS RIVER BANK, SUNLIGHT FINANCIAL LLC and SL FINANCIAL HOLDINGS INC., as Guarantor Dated as of December 6, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Construction 11 ARTICLE II GENERAL PROGRAM DESCRIPTION 12 Section 2.1 General Description 12 S |
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| December 7, 2023 |
Exhibit 10.2 Execution Version NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of December 6, 2023 (the “Effective Date”), by and among Sunlight Financial Holdings Inc., a Delaware corporation (the “Company”), Sunlight Financial, LLC, a Delaware limited liability company (“Sunlight”), and SL Financial Holdings Inc., a Delaware corporation (“SL Holdings” and, toge |
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| December 7, 2023 |
Exhibit 10.4 EXECUTION VERSION THIRD AMENDED AND RESTATED LOAN SALE AGREEMENT with CROSS RIVER BANK SUNLIGHT FINANCIAL LLC and SUNLIGHT FINANCIAL LLC, for itself or on behalf of any Purchaser executing a Purchaser Joinder Agreement hereunder Dated as of December 6, 2023 TABLE OF CONTENTS Page Section 1. Definitions 2 Section 2. Purchase of Loans; Payment to Bank; Reporting to Bank 2 Section 3. Own |
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| December 7, 2023 |
Exhibit 10.5 EXECUTION VERSION SECOND AMENDED AND RESTATED HOME IMPROVEMENT LOAN PROGRAM AGREEMENT between CROSS RIVER BANK, SUNLIGHT FINANCIAL LLC and SL FINANCIAL HOLDINGS INC., as Guarantor Dated as of December 6, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Construction 10 ARTICLE II GENERAL PROGRAM DESCRIPTION 11 Section 2.1 Genera |
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| December 7, 2023 |
Exhibit 10.8 EXECUTION VERSION EXCLUSIVITY AGREEMENT December 6, 2023 CRB Securities, LLC 2115 Linwood Avenue Fort Lee, NJ 07024 Re: Exclusivity Agreement (this “Agreement”) Ladies and Gentlemen: Reference is made to (i) the Third Amended and Restated Loan Program Agreement, dated on or about the date hereof (as it may be amended, supplemented or otherwise modified from time to time in accordance |
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| December 7, 2023 |
Sunlight Financial Holdings Inc. STOCKHOLDERS’ AGREEMENT december 6, 2023 TABLE OF CONTENTS Exhibit 10.9 Execution Version Sunlight Financial Holdings Inc. STOCKHOLDERS’ AGREEMENT december 6, 2023 TABLE OF CONTENTS 1. Definitions 1 2. Voting Provisions Regarding the Board 7 2.1 Shares 7 2.2 Board Size and Composition 8 2.3 Failure to Designate a Board Member 9 2.4 Removal of Board Members 9 2.5 No Liability for Election of Recommended Directors 9 2.6 Board Observer 9 2.7 Board Meetings 1 |
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| December 7, 2023 |
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.1 EXECUTION COPY AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of December 6, 2023 (the “Effective Date”) by and among CROSS RIVER BANK, a New Jersey state-chartered bank (“Bank”), SUNLIGHT FINANCIAL LLC, a Delaware limited liability company (“Borrower”) and SL FINANCIAL HOLDINGS, INC., as guarantor |
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| December 7, 2023 |
Sunlight Financial Emerges from Restructuring Process Exhibit 99.1 Sunlight Financial Emerges from Restructuring Process NEW YORK & CHARLOTTE, NC, December 7, 2023 – Sunlight Financial Holdings Inc. (“Sunlight Financial”, “Sunlight” or the “Company”), a technology-enabled point-of-sale finance company, today announced that it has successfully completed its Chapter 11 restructuring process and emerges as a stronger company with a clear vision for the |
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| December 7, 2023 |
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): December 6, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or |
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| November 13, 2023 |
Exhibit 10.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE - x In re : Chapter 11 : SUNLIGHT FINANCIAL HOLDINGS INC., : Case No. 23-11794 (MFW) et al., : : Debtors.1 : (Jointly Administered) - x NOTICE OF (I) COMMENCEMENT OF CHAPTER 11 BANKRUPTCY CASES, (II) COMBINED HEARING ON DISCLOSURE STATEMENT AND CONFIRMATION OF JOINT PREPACKAGED CHAPTER 11 PLAN, AND RELATED MATTERS, (II |
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| November 13, 2023 |
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): November 2, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or |
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| October 31, 2023 |
Exhibit 10.6 EXECUTION VERSION NOTICE OF RECHARACTERIZATION Sunlight Financial LLC 101 N. Tryon Street, Suite 900 Charlotte, NC 28246 Attention: Legal Department Telephone: (201) 241-3520 x902 Email: [email protected] October 30, 2023 Ladies and Gentlemen: Reference is hereby made to that certain (a) Omnibus Waiver and Amendment to Loan and Security Agreement and Loan Program Agreement |
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| October 31, 2023 |
Additional Advance Letter Agreement Exhibit 10.5 Execution Version CONFIDENTIAL October 30, 2023 Sunlight Financial LLC 101 N. Tryon Street, Suite 900 Charlotte, NC 28246 Additional Advance Letter Agreement Ladies and Gentlemen: Reference is hereby made to that certain Restructuring Support Agreement, to be entered into, by and among Sunlight Financial LLC (“you” or the “Borrower”), certain of the Borrower’s affiliates, Cross River |
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| October 31, 2023 |
Exhibit 10.1 CONFIDENTIAL Execution Version NOTE: STRICTLY PRIVATE AND CONFIDENTIAL DRAFT FOR DISCUSSION PURPOSES ONLY AND SUBJECT IN ALL RESPECTS TO THE CONFIDENTIALITY AGREEMENT SIGNED BETWEEN THE COMPANY (OR ITS AFFILIATE) AND RECIPIENT (OR ITS AFFILIATE). CIRCULATION OF THIS DRAFT SHALL NOT GIVE RISE TO ANY DUTY TO NEGOTIATE OR CREATE OR IMPLY ANY OTHER LEGAL OBLIGATION. NO LEGAL OBLIGATION OF |
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| October 31, 2023 |
Exhibit 10.4 Execution Version CONFIDENTIAL October 30, 2023 Sunlight Financial LLC 101 N. Tryon Street, Suite 900 Charlotte, NC 28246 Backstop Commitment Letter Ladies, Gentlemen, and Gentlefolk: Sunlight Financial LLC (“you” or the “Borrower”) has advised us that you, Sunlight Financial Holdings Inc., SL Financial Investor I LLC, SL Financial Investor II LLC, and SL Financial Holdings Inc. (toge |
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| October 31, 2023 |
Sunlight Financial Acquired by Leading Solar Industry Investors Exhibit 99.1 Sunlight Financial Acquired by Leading Solar Industry Investors NEW YORK & CHARLOTTE, NC, October 30, 2023 – Sunlight Financial Holdings Inc. (“Sunlight Financial”, “Sunlight” or the “Company”), a technology-enabled point-of-sale finance company, today announced that it will be acquired by a consortium of established investors in the solar energy industry, including an affiliate of Gr |
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| October 31, 2023 |
AMENDMENT TO TAX RECEIVABLE AGREEMENT Exhibit 10.3 AMENDMENT TO TAX RECEIVABLE AGREEMENT This AMENDMENT TO TAX RECEIVABLE AGREEMENT (the “Agreement”) is entered into as of October 30, 2023, by and among Sunlight Financial Holdings Inc., a Delaware corporation (the “Corporate Taxpayer”), and the Supermajority TRA Holders (as defined below). RECITALS WHEREAS, the Corporate Taxpayer and the Supermajority TRA Holders are parties to that c |
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| October 31, 2023 |
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): October 30, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or |
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| October 31, 2023 |
RESTRUCTURING SUPPORT AGREEMENT Exhibit 10.2 THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEME |
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| October 13, 2023 |
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): October 11, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or |
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| October 10, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A Common Stock and Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $230. |
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| September 28, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): September 25, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation |
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| September 13, 2023 |
OMNIBUS WAIVER AND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LOAN PROGRAM AGREEMENTS Exhibit 10.1 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. OMNIBUS WAIVER AND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LOAN PROGRAM AGREEMENTS This OMNIBUS WAIVER AND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND LOAN PROGRAM AGREEMENTS (this “Amendment”) made as of Sep |
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| September 13, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 12, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation |
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| September 11, 2023 |
SUNL / Sunlight Financial Holdings Inc - Class A / ALLIANCEBERNSTEIN L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sunlight Financial Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 86738J304 (CUSIP Number) August 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| September 11, 2023 |
SUNL / Sunlight Financial Holdings Inc - Class A / ALLIANCEBERNSTEIN L.P. Passive Investment SC 13G/A 1 Sunlight.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Sunlight Financial Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 86738J106 (CUSIP Number) August 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| August 23, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUNLIGHT FINANCIAL HOLDINGS INC. Sunlight Financial Holdings Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: FIRST. At 11:59 p.m. on August 22, 2023 (the “Split Effective Time”), |
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| August 23, 2023 |
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): August 18, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or |
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| August 23, 2023 |
Sunlight Financial Announces 1-for-20 Reverse Stock Split Exhibit 99.1 Sunlight Financial Announces 1-for-20 Reverse Stock Split NEW YORK, N.Y. and CHARLOTTE, N.C. – August 18, 2023 – Sunlight Financial Holdings Inc. (“Sunlight Financial”, "Sunlight" or the “Company”) (NYSE: SUNL), a premier, technology-enabled point-of-sale finance company, today announced that its Board of Directors approved a 1-for-20 reverse stock split of the Company’s common stock |
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| August 17, 2023 |
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): August 11, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or |
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| August 9, 2023 |
Retention Bonus Agreement, dated as of August 4, 2023, by and between the Company and Rodney Yoder. Exhibit 10.7 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. August 4, 2023 Rodney Yoder [***] Re: Retention Bonus Agreement Dear Rodney: In recognition of your contributions to Sunlight Financial Holdings Inc. (the “Company”) to date and to reward your future efforts and wo |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39739 Sunlight Financial Ho |
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| August 9, 2023 |
Exhibit 10.8 SUNLIGHT FINANCIAL HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD Subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this "Notice"), the Restricted Stock Unit Award Agreement attached hereto (the "Award Agreement"), and the Sunlight Financial Holdings Inc. 2021 Equity Incentive Plan (the "Plan"), the below individual (the |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| July 7, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as perm |
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| June 27, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permit |
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| June 13, 2023 |
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): June 12, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or or |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39739 Sunlight Financial H |
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| May 15, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-258338 PROSPECTUS SUPPLEMENT NO. 3 (To the Prospectus dated April 22, 2022) SUNLIGHT FINANCIAL HOLDINGS INC. Up to 143,702,083 Shares of Class A Common Stock 9,900,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated April 22, 2022 (as amended, the “Prospectus”) of Sunlight Financial Holding |
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| May 15, 2023 |
Exhibit 99.1 Sunlight Financial Reports First Quarter 2023 Results - 1Q23 Funded Loan Volume of $627.4 Million - - 1Q23 Total Revenue of $20.6 Million - - 1Q23 GAAP Net Loss of $(34.8) Million - - 1Q23 Adjusted EBITDA of $(12.4) Million - - 1Q23 Adjusted Net Loss of $(17.2) Million - NEW YORK, N.Y. and CHARLOTTE, N.C. – May 15, 2023 – Sunlight Financial Holdings Inc. (“Sunlight Financial”, "Sunlig |
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| May 15, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 15, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or org |
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| May 10, 2023 |
SUNL / Sunlight Financial Holdings Inc - Class A / ALLIANCEBERNSTEIN L.P. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sunlight Financial Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 86738J106 (CUSIP Number) April 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one) ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 PART I — REGISTRANT INFORMATION Sunlight Financial Holdings Inc. (Full Name of Registrant) 101 North Tryon Street, Suite 1000, Charlotte, NC 28246 (Address o |
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| May 4, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-258338 PROSPECTUS SUPPLEMENT NO. 3 (To the Prospectus dated April 22, 2022) SUNLIGHT FINANCIAL HOLDINGS INC. Up to 143,702,083 Shares of Class A Common Stock 9,900,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated April 22, 2022 (as amended, the “Prospectus”) of Sunlight Financial Holding |
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| May 4, 2023 |
Exhibit 4.6 DESCRIPTION OF SECURITIES The following summary of the material terms of the capital stock of Sunlight Financial Holdings Inc. (“Sunlight”) is not intended to be a complete summary of the rights and preferences of such securities. We urge you to read our Second Amended and Restated Certificate of Incorporation (“Second A&R Charter”) in its entirety for a complete description of the rig |
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| May 4, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 4, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or orga |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39739 Sunlight Financial Holdin |
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| May 4, 2023 |
Exhibit 21.1 List of Subsidiaries of Sunlight Financial Holdings Inc. as of May 4, 2023 Name of Subsidiary Jurisdiction of Incorporation Sunlight Financial LLC Delaware SL Financial Investor I LLC Delaware SL Financial Investor II LLC Delaware SL Financial Holdings Inc. Delaware |
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| May 4, 2023 |
Exhibit 99.1 Sunlight Financial Reports Fourth Quarter and Full-Year 2022 Results - 2022 Funded Loan Volume of $2.9 Billion - - 2022 Total Revenue of $101.1 Million - - 2022 GAAP Net Loss of $(511.9) Million - - 2022 Adjusted EBITDA of $(35.7) Million - - 2022 Adjusted Net Loss of $(22.2) Million - NEW YORK, N.Y. and CHARLOTTE, N.C. – May 4, 2023 – Sunlight Financial Holdings Inc. (“Sunlight Finan |
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| May 4, 2023 |
EX-4.6 2 descriptionofsecurities.htm EX-4.6 Exhibit 4.6 DESCRIPTION OF SECURITIES The following summary of the material terms of the capital stock of Sunlight Financial Holdings Inc. (“Sunlight”) is not intended to be a complete summary of the rights and preferences of such securities. We urge you to read our Second Amended and Restated Certificate of Incorporation (“Second A&R Charter”) in its en |
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| May 4, 2023 |
Exhibit 21.1 List of Subsidiaries of Sunlight Financial Holdings Inc. as of May 4, 2023 Name of Subsidiary Jurisdiction of Incorporation Sunlight Financial LLC Delaware SL Financial Investor I LLC Delaware SL Financial Investor II LLC Delaware SL Financial Holdings Inc. Delaware |
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| May 1, 2023 |
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 25, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation) (Co |
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| May 1, 2023 |
Exhibit 10.1 EXECUTION VERSION SECOND AMENDED AND RESTATED LOAN PROGRAM AGREEMENT between CROSS RIVER BANK, SUNLIGHT FINANCIAL LLC and SL FINANCIAL HOLDINGS INC., as Guarantor Dated as of April 25, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Construction 11 ARTICLE II GENERAL PROGRAM DESCRIPTION 11 Section 2.1 General Description 11 Se |
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| May 1, 2023 |
Exhibit 10.4 EXECUTION VERSION AMENDED AND RESTATED HOME IMPROVEMENT LOAN SALE AGREEMENT by and among CROSS RIVER BANK, SUNLIGHT FINANCIAL LLC and SUNLIGHT FINANCIAL LLC, FOR ITSELF AND/OR ON BEHALF OF ANY PERSON EXECUTING A PURCHASER JOINDER AGREEMENT HEREUNDER April 25, 2023 TABLE OF CONTENTS Section 1. Definitions 3 Section 2. Purchase of Loans; Payment to Bank; Reporting to Bank 3 Section 3. O |
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| May 1, 2023 |
Exhibit 10.7 EXECUTION VERSION THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE HEREUNDER (THE “SECURITIES”) HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS OF ANY JURISDICTION. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTH |
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| May 1, 2023 |
Exhibit 10.6 EXECUTION VERSION WARRANT PURCHASE AGREEMENT This WARRANT PURCHASE AGREEMENT (this “Purchase Agreement”) is made as of April 25, 2023, by and between Sunlight Financial Holdings Inc., a Delaware corporation (the “Company”), and CRB Group, Inc., a Delaware corporation (“Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in S |
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| May 1, 2023 |
Exhibit 10.3 EXECUTION VERSION AMENDED AND RESTATED HOME IMPROVEMENT LOAN PROGRAM AGREEMENT between CROSS RIVER BANK, SUNLIGHT FINANCIAL LLC and SL FINANCIAL HOLDINGS INC., as Guarantor Dated as of April 25, 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Construction 8 ARTICLE II GENERAL PROGRAM DESCRIPTION 9 Section 2.1 General D |
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| May 1, 2023 |
Exhibit 10.2 EXECUTION VERSION SECOND AMENDED AND RESTATED LOAN SALE AGREEMENT with CROSS RIVER BANK SUNLIGHT FINANCIAL LLC and SUNLIGHT FINANCIAL LLC, for itself or on behalf of any Purchaser executing a Purchaser Joinder Agreement hereunder Dated as of April 25, 2023 TABLE OF CONTENTS Page Section 1. Definitions 2 Section 2. Purchase of Loans; Payment to Bank; Reporting to Bank 2 Section 3. Owne |
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| May 1, 2023 |
EX-10.5 6 tm2314176d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 Execution Version LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of April 25, 2023 (the “Effective Date”) between CROSS RIVER BANK, a New Jersey state-chartered bank (“Bank”), SUNLIGHT FINANCIAL LLC, a Delaware limited liability company (“Borrower”) and SL FINANCIAL HOLDINGS, INC., as guarantor ( |
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| April 3, 2023 |
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): March 31, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation) (Co |
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| April 3, 2023 |
Exhibit 99.1 Sunlight Financial Announces Comprehensive Financing Plan that Strengthens Balance Sheet and Bolsters Liquidity ▪ Refinances SVB Credit Facility with New Term Loan that Matures in September 2025 ▪ Increases Capacity and Lowers Cost of Existing Warehouse Facility to Support New Loan Originations ▪ Extends Maturity of Warehouse Facility from December 2023 to September 2025 ▪ Completed H |
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| April 3, 2023 |
Exhibit 10.1 Execution Version THIS COMMITMENT AND TRANSACTION SUPPORT AGREEMENT IS NOT AND SHALL NOT BE DEEMED AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS. NOTHING CONTAINED IN THIS COMMITMENT AND TRANSACTION SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE SUPPORT |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 PART I — REGISTRANT INFORMATION Sunlight Financial Holdings Inc. (Full Name of Registrant) 101 North Tryon Street, Suite 1000, Charlotte, NC 28246 (Addres |
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| March 14, 2023 |
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): March 10, 2023 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation) (Co |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sunlight Financial Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 86738J106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| February 10, 2023 |
EX-99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. |
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| February 10, 2023 |
SUNL / Sunlight Financial Holdings, Inc. / ECP ControlCo, LLC - SC 13G Passive Investment SC 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Sunlight Financial Holdings Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 86738 |
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| February 8, 2023 |
SUNL / Sunlight Financial Holdings, Inc. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Sunlight Financial Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 86738J106 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| December 13, 2022 |
Exhibit 10.3 OMNIBUS WAIVER OF FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT, AMENDED AND RESTATED LOAN SALE AGREEMENT, HOME IMPROVEMENT LOAN PROGRAM AGREEMENT, AND LOAN SALE AGREEMENT This OMNIBUS WAIVER OF FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT, AMENDED AND RESTATED LOAN SALE AGREEMENT, HOME IMPROVEMENT LOAN PROGRAM AGREEMENT, AND LOAN SALE AGREEMENT (this ?Waiver?) made as of Dec |
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| December 13, 2022 |
Exhibit 10.1 FIFTEENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT This FIFTEENTH AMENDMENT TO THE FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT (this ?Amendment?) is made effective as of December 1, 2022 (the ?Amendment Effective Date?) by and between CROSS RIVER BANK, an FDIC-insured New Jersey state-chartered bank (?Bank?), and SUNLIGHT FINANCIAL LLC, a Delaware limited l |
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| December 13, 2022 |
Exhibit 10.2 NINTH AMENDMENT TO THE HOME IMPROVEMENT LOAN PROGRAM AGREEMENT This NINTH AMENDMENT TO THE HOME IMPROVEMENT LOAN PROGRAM AGREEMENT (this ?Amendment?) is made effective as of December 1, 2022 (the ?Amendment Effective Date?) by and between CROSS RIVER BANK, an FDIC-insured New Jersey state-chartered bank (?Bank?), and SUNLIGHT FINANCIAL LLC, a Delaware limited liability company (?Sunli |
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| December 13, 2022 |
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): December 7, 2022 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation) ( |
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| November 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 14, 2022 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation o |
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| November 14, 2022 |
Exhibit 10.1 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of September 20, 2022, between SUNLIGHT FINANCIAL LLC, a Delaware limited liability |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39739 Sunlight Financi |
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| November 14, 2022 |
Exhibit 99.1 Sunlight Financial Reports Third Quarter 2022 Results - 3Q22 Record-High Funded Loan Volume of $835 Million - - 3Q22 Total Revenue up 10% to $33 Million - - 3Q22 GAAP Net Income of $(415) Million - - 3Q22 Adjusted EBITDA of $(27) Million - - 3Q22 Adjusted Net Income of $(26) Million - -Assessing Strategic Alternatives - NEW YORK, N.Y. and CHARLOTTE, N.C. ? November 14, 2022 ? Sunlight |
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| November 14, 2022 |
Exhibit 10.1 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of September 20, 2022, between SUNLIGHT FINANCIAL LLC, a Delaware limited liability |
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| November 14, 2022 |
Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-258338 PROSPECTUS SUPPLEMENT NO. 3 (To the Prospectus dated April 22, 2022) SUNLIGHT FINANCIAL HOLDINGS INC. Up to 143,702,083 Shares of Class A Common Stock 9,900,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated April 22, 2022 (as amended, the ?Prospectus?) of Sunlight Financial Holding |
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| September 28, 2022 |
Sunlight Financial Announces Impact to Full-Year 2022 Outlook Exhibit 99.1 Sunlight Financial Announces Impact to Full-Year 2022 Outlook NEW YORK, N.Y. and CHARLOTTE, N.C. ? September 28, 2022 ? Sunlight Financial Holdings Inc. (?Sunlight Financial?, "Sunlight" or the ?Company?) (NYSE: SUNL), a premier, technology-enabled point-of-sale financing company, today announced that an installer liquidity event and volatile interest rates will impact its full-year 2 |
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| September 28, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits, Material Impairments 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): September 23, 2022 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation |
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| August 16, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-258338 PROSPECTUS SUPPLEMENT NO. 2 (To the Prospectus dated April 22, 2022) SUNLIGHT FINANCIAL HOLDINGS INC. Up to 143,702,083 Shares of Class A Common Stock 9,900,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated April 22, 2022 (as amended, the “Prospectus”) of Sunlight Financial Holding |
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| August 16, 2022 |
Exhibit 10.2 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of May 16, 2022 (the ?Effective Date?), between SUNLIGHT FINANCIAL LLC, a Delaware limited liability company (the ?Borrower?) and SILICON VALLEY BANK (the ?Bank?). RECITALS: WHEREAS, the Borrower and the Bank are party to the Loan and Security Agreement, dated as o |
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| August 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 15, 2022 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or |
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| August 15, 2022 |
Exhibit 99.1 Sunlight Financial Reports Second Quarter 2022 Results - 2Q22 Record-High Funded Loan Volume of $716 Million - - 2Q22 Total Revenue up 18% to $31.6 Million - - 2Q22 GAAP Net Income up 8% to $5.7 Million - - 2Q22 Adjusted EBITDA of $6.8 Million - - 2Q22 Adjusted Net Income of $2.3 Million - - 1,472,068 Class A Shares Repurchased as of August 11, 2022 - NEW YORK, N.Y. and CHARLOTTE, N.C |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39739 Sunlight Financial Ho |
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| August 15, 2022 |
Exhibit 10.2 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of May 16, 2022 (the ?Effective Date?), between SUNLIGHT FINANCIAL LLC, a Delaware limited liability company (the ?Borrower?) and SILICON VALLEY BANK (the ?Bank?). RECITALS: WHEREAS, the Borrower and the Bank are party to the Loan and Security Agreement, dated as o |
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| July 13, 2022 |
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): July 9, 2022 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or org |
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| June 10, 2022 |
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): June 8, 2022 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or org |
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| June 10, 2022 |
Exhibit 10.1 SUNLIGHT FINANCIAL HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD Subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this "Notice"), the Restricted Stock Unit Award Agreement attached hereto (the "Award Agreement"), and the Sunlight Financial Holdings Inc. 2021 Equity Incentive Plan (the "Plan"), the below individual (the |
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| June 10, 2022 |
Exhibit 10.2 SUNLIGHT FINANCIAL HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Subject to the terms and conditions of the Notice of Restricted Stock Unit Award (the "Notice"), this Restricted Stock Unit Award Agreement (this "Award Agreement"), and the Sunlight Financial Holdings Inc. 2021 Equity Incentive Plan (the "Plan"), Sunlight Financial Holdings Inc., a Delaw |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39739 Sunlight Financial H |
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| May 16, 2022 |
424B3 1 slfh10-q2022q1x424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-258338 PROSPECTUS SUPPLEMENT NO. 1 (To the Prospectus dated April 22, 2022) SUNLIGHT FINANCIAL HOLDINGS INC. Up to 143,702,083 Shares of Class A Common Stock 9,900,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated April 22, 2022 (as amended, the “Pro |
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| May 16, 2022 |
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): May 16, 2022 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or org |
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| May 16, 2022 |
Exhibit 99.1 Sunlight Financial Reports First Quarter 2022 Results Initiates $50 Million Share Repurchase Program - 1Q22 Funded Loan Volume of $593 Million - - 1Q22 Total Revenue up 11% to $30.1 Million - - 1Q22 Net Loss of $(22.6) Million - - 1Q22 Adjusted EBITDA of $7.8 Million - - 1Q22 Adjusted Net Income of $4.9 Million - NEW YORK, N.Y. and CHARLOTTE, N.C. ? May 16, 2022 ? Sunlight Financial H |
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| April 22, 2022 |
424B3 1 tm2210897-3424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-258338 PROSPECTUS SUNLIGHT FINANCIAL HOLDINGS INC. Up to 143,702,083 Shares of Class A Common Stock 9,900,000 Warrants to Purchase Class A Common Stock This prospectus relates to the issuance by us of (i) up to an aggregate of 17,250,000 shares of our Class A Common Stock, $0.0001 par value |
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| April 14, 2022 |
DEFA14A 1 edge20001683x2defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Co |
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| April 14, 2022 |
DEF 14A 1 edge20001683x1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidentia |
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| April 12, 2022 |
? Exhibit 10.48 DIRECTOR FEE AGREEMENT This Director Fee Agreement (the ?Agreement?) is made and entered into by and among Emil W. Henry, Jr. (the ?Director?), Tiger Infrastructure Partners LP, a Delaware limited partnership (?Tiger?), and Sunlight Financial Holdings Inc., a Delaware corporation (the ?Company?), effective as of March 29, 2022. WHEREAS, in connection with the Director?s service on |
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| April 12, 2022 |
As filed with the Securities and Exchange Commission on April 12, 2022 Table of Contents As filed with the Securities and Exchange Commission on April 12, 2022 Registration No. |
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| March 30, 2022 |
Exhibit 10.2 SUNLIGHT FINANCIAL HOLDINGS INC. STAND-ALONE LONG-TERM CASH AWARD Subject to the terms and conditions of this Stand-Alone Long-Term Cash Award (this ?Award?), the below individual (the ?Executive?) is hereby granted the below cash award (the ?Cash Award?) by Sunlight Financial Holdings, Inc., a Delaware corporation (the ?Company?). Unless otherwise specifically indicated, all terms us |
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| March 30, 2022 |
Exhibit 99.2 Sunlight Financial Announces New Chief Financial Officer –Rodney Yoder to succeed Barry Edinburg, who will remain with Sunlight in an advisory role– NEW YORK, N.Y. and CHARLOTTE, N.C. – March 29, 2022 – Sunlight Financial Holdings Inc. (“Sunlight Financial”, "Sunlight" or the “Company”) (NYSE: SUNL), a premier, technology-enabled point-of-sale financing company, today announced that R |
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| March 30, 2022 |
Exhibit 99.1 Sunlight Financial Reports Fourth Quarter and Full-Year 2021 Results - 2021 Funded Loan Volume up 72% to $2.5 Billion - - 2021 Total Revenue up 73% to $120.6 Million - - GAAP Net Loss in 2021 of $(241.0) Million - - 2021 Adjusted EBITDA up 121% to $52.9 Million - NEW YORK, N.Y. and CHARLOTTE, N.C. ? March 29, 2022 ? Sunlight Financial Holdings Inc. (?Sunlight Financial?, "Sunlight" or |
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| March 30, 2022 |
Exhibit 10.6 DIRECTOR FEE AGREEMENT This Director Fee Agreement (the ?Agreement?) is made and entered into by and among Brad Bernstein (the ?Director?), FTV Management Company, L.P., a Delaware limited partnership (?FTV?), and Sunlight Financial Holdings Inc., a Delaware corporation (the ?Company?), effective as of March 29, 2022. WHEREAS, in connection with the Director?s service on the board of |
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| March 30, 2022 |
Exhibit 10.3 ADVISORY SERVICES AGREEMENT This ADVISORY SERVICES AGREEMENT (this ?Agreement?) is entered into effective as of March 31, 2022 (the "Agreement Effective Date"), by and between Barry Edinburg (?Edinburg?) and Sunlight Financial Holdings Inc., a Delaware corporation, and each of its subsidiaries and affiliates, including, without limitation, Sunlight Financial LLC, a Delaware limited li |
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| March 30, 2022 |
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): March 29, 2022 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation or o |
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| March 30, 2022 |
Exhibit 10.1 SUNLIGHT FINANCIAL HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD Subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this ?Notice?), the Restricted Stock Unit Award Agreement attached hereto (the ?Award Agreement?), and the Sunlight Financial Holdings Inc. 2021 Equity Incentive Plan (the ?Plan?), the below individual (the |
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| March 30, 2022 |
Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between Sunlight Financial LLC, a Delaware limited liability company (the "Company"), Sunlight Financial Holdings Inc., a Delaware corporation (the "Parent") and Rodney Yoder (the "Executive"), effective as of April 1, 2022 (the "Effective Date"). WHEREAS, the Company desires to employ the Executi |
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| March 30, 2022 |
Exhibit 10.5 DIRECTOR FEE AGREEMENT This Director Fee Agreement (the ?Agreement?) is made and entered into by and among Emil W. Henry, Jr. (the ?Director?), Tiger Infrastructure Partners LP, a Delaware limited partnership (?Tiger?), and Sunlight Financial Holdings Inc., a Delaware corporation (the ?Company?), effective as of March 29, 2022. WHEREAS, in connection with the Director?s service on the |
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| March 29, 2022 |
EX-4.4 2 slfh-descriptionofsecuri.htm EX-4.4 Exhibit 4.4 DESCRIPTION OF SECURITIES The following summary of the material terms of the capital stock of Sunlight Financial Holdings Inc. (“Sunlight”) is not intended to be a complete summary of the rights and preferences of such securities. We urge you to read our Second Amended and Restated Certificate of Incorporation (“Second A&R Charter”) in its e |
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| March 29, 2022 |
List of Subsidiaries of Sunlight Financial Holdings Inc. as of March 29, 2022 Name of Subsidiary Jurisdiction of Incorporation Sunlight Financial LLC Delaware SL Financial Investor I LLC Delaware SL Financial Investor II LLC Delaware SL Financial Holdings Inc. Delaware |
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| March 29, 2022 |
DocuSign Envelope ID: 39B67CDA-D54A-47E0-A9F4-9CB3C42A8DE3 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. |
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| March 29, 2022 |
020188-459/00285330-5 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. |
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| March 29, 2022 |
[***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. |
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| March 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39739 Sunlight Financial Holdin |
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| March 29, 2022 |
Second Amendment and Waiver to Loan Agreement sf-4605748 Exhibit 10.43 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Execution Version SECOND AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT AND WAIVER TO LOAN AND SECURITY AGREEMENT (this ?Amendmen |
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| March 29, 2022 |
EX-10.38 3 a11thamendmentto1stamend.htm EX-10.38 ELEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT This ELEVENTH AMENDMENT TO THE FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT (this “Amendment”) is made as of March 30, 2021 (the “Amendment Effective Date”) by and between CROSS RIVER BANK, an FDIC-insured New Jersey state-chartered bank (“Bank”), and SUNLIGHT FINANCIAL LLC |
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| March 29, 2022 |
Exhibit 10.42 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of August 27, 2021, between SUNLIGHT FINANCIAL LLC, a Delaware limited liability company (the "Borrower") and SILICON VALLEY BANK (the "Bank"). RECITALS: WHEREAS, the Borrower and the Bank are party to the Loan and Security Agreement, dated as of April 26, 2 |
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| February 14, 2022 |
SUNL / Sunlight Financial Holdings, Inc. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sunlight Financial Holdings Inc (Name of Issuer) Common Stock (Title of Class of Securities) 86738J106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Sunlight Financial Holdings Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Secur |
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| February 14, 2022 |
SUNL / Sunlight Financial Holdings, Inc. / ARISTEIA CAPITAL LLC - SC 13G/A Passive Investment SC 13G/A 1 d275900dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Sunlight Financial Holdings Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 86738J106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of |
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| February 14, 2022 |
EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd., as the ultimate parent company of each of its undersigned subsidiarie |
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| February 10, 2022 |
SUNL / Sunlight Financial Holdings, Inc. / DAVIDSON KEMPNER PARTNERS Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sunlight Financial Holdings Inc. (formerly known as Spartan Acquisition Corp. II) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 86738J106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of thi |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Sunlight Financial Holdings Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 86738J106 (CUSIP Number) John F. Hartigan, Esq. Morgan, Lewis & Bockius LLP 300 S. Grand Avenue, 22nd Floor Los Angeles, CA |
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| February 10, 2022 |
SC 13G/A 1 p22-0362sc13ga.htm SUNLIGHT FINANCIAL HOLDINGS INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sunlight Financial Holdings Inc. (formerly known as Spartan Acquisition Corp. II) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 86738J106 (CUSIP Number |
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| November 19, 2021 |
Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [DATE], by and between Sunlight Financial Holdings Inc., a Delaware corporation (the ?Company?), and [EXECUTIVE] (?Indemnitee?). RECITALS WHEREAS, Indemnitee is either a member of the board of directors of the Company (the ?Board?) or an officer of the Company, or both, and in such capacity or capacities is |
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| November 19, 2021 |
Exhibit 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between Sunlight Financial LLC, a Delaware limited liability company (the "Company"), Sunlight Financial Holdings Inc., a Delaware corporation (the "Parent") and Timothy Parsons (the "Executive"), effective as of July 9, 2021 (the "Effective Date"). WHEREAS, the Company desires to employ the Exec |
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| November 19, 2021 |
Exhibit 10.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between Sunlight Financial LLC, a Delaware limited liability company (the "Company"), Sunlight Financial Holdings Inc., a Delaware corporation (the "Parent") and Matthew Potere (the "Executive"), effective as of July 9, 2021 (the "Effective Date"). WHEREAS, the Company desires to employ the Execu |
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| November 19, 2021 |
Exhibit 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between Sunlight Financial LLC, a Delaware limited liability company (the "Company"), Sunlight Financial Holdings Inc., a Delaware corporation (the "Parent") and Barry Edinburg (the "Executive"), effective as of July 9, 2021 (the "Effective Date"). WHEREAS, the Company desires to employ the Execu |
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| November 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39 |
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| November 16, 2021 |
Form of Indemnity Agreement for Sunlight Executives Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [DATE], by and between Sunlight Financial Holdings Inc., a Delaware corporation (the ?Company?), and [EXECUTIVE] (?Indemnitee?). RECITALS WHEREAS, Indemnitee is either a member of the board of directors of the Company (the ?Board?) or an officer of the Company, or both, and in such capacity or capacities is |
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| November 16, 2021 |
Exhibit 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between Sunlight Financial LLC, a Delaware limited liability company (the "Company"), Sunlight Financial Holdings Inc., a Delaware corporation (the "Parent") and Timothy Parsons (the "Executive"), effective as of July 9, 2021 (the "Effective Date"). WHEREAS, the Company desires to employ the Exec |
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| November 16, 2021 |
Exhibit 10.11 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between Sunlight Financial LLC, a Delaware limited liability company (the "Company"), Sunlight Financial Holdings Inc., a Delaware corporation (the "Parent") and Barry Edinburg (the "Executive"), effective as of July 9, 2021 (the "Effective Date"). WHEREAS, the Company desires to employ the Execu |
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| November 16, 2021 |
?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-258338 PROSPECTUS SUPPLEMENT NO. 2 (To the Prospectus dated September 7, 2021) SUNLIGHT FINANCIAL HOLDINGS INC. Up to 143,702,083 Shares of Class A Common Stock 9,900,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated September 7, 2021 (as amended, the ?Prospectus?) of Sunlight Financial |
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| November 16, 2021 |
Exhibit 10.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between Sunlight Financial LLC, a Delaware limited liability company (the "Company"), Sunlight Financial Holdings Inc., a Delaware corporation (the "Parent") and Matthew Potere (the "Executive"), effective as of July 9, 2021 (the "Effective Date"). WHEREAS, the Company desires to employ the Execu |
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| November 15, 2021 |
FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39739 Sunlight Financial Holdings Inc. |
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| November 15, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 15, 2021 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation o |
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| November 15, 2021 |
Sunlight Financial Reports Third Quarter 2021 Results - Year-over-Year Funded Loan Volume up 77% to $639 Million - - Year-over-Year Total Revenue up 72% to $30 Million - - GAAP Net Loss of $(22. |
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| October 6, 2021 |
Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-258338? PROSPECTUS SUPPLEMENT NO. 1 SUNLIGHT FINANCIAL HOLDINGS INC. Up to 143,702,083 Shares of Class A Common Stock 9,900,000 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated September 7, 2021 of Sunlight Financial Holdings Inc. (?Sunlight?) relating to the issuance by us of (i) up to an a |
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| October 1, 2021 |
Exhibit 4.3 SUNLIGHT FINANCIAL HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN 1.Purposes of this Plan. The purpose of this Plan is to: (i) attract and retain the best available personnel for positions of substantial responsibility, (ii) provide additional incentive to Employees, Directors and Consultants, and (iii) promote the success of the Company's business by offering these individuals an opportunit |
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| October 1, 2021 |
Exhibit 4.4 SUNLIGHT FINANCIAL HOLDINGS INC. EMPLOYEE STOCK PURCHASE PLAN ARTICLE I PURPOSE The purpose of the Plan is to assist Eligible Employees of the Company, and its Subsidiaries to acquire a stock ownership interest in the Company, thereby attracting, retaining and rewarding such employees and strengthening the mutual interest between employees and the Company's stockholders. The Plan is in |
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| October 1, 2021 |
As filed with the Securities and Exchange Commission on September 30, 2021 As filed with the Securities and Exchange Commission on September 30, 2021 Registration No. |
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| September 8, 2021 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-258338 PROSPECTUS SUNLIGHT FINANCIAL HOLDINGS INC. Up to 143,702,083 Shares of Class A Common Stock 9,900,000 Warrants to Purchase Class A Common Stock This prospectus relates to the issuance by us of (i) up to an aggregate of 17,250,000 shares of our Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”) |
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| September 2, 2021 |
As filed with the Securities and Exchange Commission on September 2, 2021 Table of Contents As filed with the Securities and Exchange Commission on September 2, 2021 Registration No. |
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| September 2, 2021 |
Sunlight Financial Holdings Inc. 101 N. Tryon Street Suite 1000 Charlotte, NC 28246 Sunlight Financial Holdings Inc. 101 N. Tryon Street Suite 1000 Charlotte, NC 28246 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, D.C. 20549 Attn: Jessica Livingston Re: Sunlight Financial Holdings Inc. Registration Statement on Form S-1, as amended Filed July 30, 2021 File No. 333-258338 Dear Ms. Livingston: Pursua |
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| August 16, 2021 |
Sunlight Financial Reports Second Quarter 2021 Results - Year-over-Year Funded Loan Volume Triples to $666 Million in 2Q 2021 - - Year-over-Year Total Revenue up 162% to $26. |
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| August 16, 2021 |
RISK FACTORS The following risk factors apply to our business and operations. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of our business. You should carefully consider the following risk factors in addition to the other information included in this Form 8-K/A, including matter |
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| August 16, 2021 |
SUNLIGHT FINANCIAL LLC CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands) SUNLIGHT FINANCIAL LLC CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands) June 30, 2021 December 31, 2020 (Unaudited) Assets Cash and cash equivalents $ 62,521 $ 49,583 Restricted cash 3,861 3,122 Advances (net of allowance for credit losses of $211 and $121) 40,768 35,280 Financing receivables (net of allowance for credit losses of $111 and $125) 4,707 5,333 Property and equipment, net |
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| August 16, 2021 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of Sunlight?s consolidated results of operations and financial condition. |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 16, 2021 (July 9, 2021) Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or othe |
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| August 16, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. |
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| August 16, 2021 |
SUNLIGHT FINANCIAL HOLDINGS INC. (f/k/a SPARTAN ACQUISITION CORP. II) CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, 2021 December 31, 2020 (Unaudited) Assets: Current assets: Cash and cash equivalents $ 140,205 $ 715,580 Prepaid expenses 1,374,792 1,884,598 Total current assets 1,514,997 2,600,178 Cash, cash equivalents and Investments held in Trust Account 345,047,393 345,010,316 Tot |
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| August 16, 2021 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations. Management?s Discussion and Analysis of Financial Condition and Results of Operations. |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Sunlight Financial Holdings Inc. (Exact name |
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| July 30, 2021 |
As filed with the Securities and Exchange Commission on July 30, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 30, 2021 Registration No. |
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| July 19, 2021 |
Joint Filing Agreement among the Reporting Persons, dated as of July 19, 2021. EX-1 2 d176746dex1.htm EX-1 Exhibit 1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have dul |
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| July 19, 2021 |
SUNL / Sunlight Financial Holdings, Inc. / FTV V, L.P. - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Sunlight Financial Holdings Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 86738J106 (CUSIP Number) David A. Haynes Chief Operating Officer FTV Capital 555 California Street, Suite 2850 San Francisco, CA 94104 (415) 2 |
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| July 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Sunlight Financial Holdings Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 86738J106 (CUS |
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| July 15, 2021 |
Exhibit 3.3 FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF SUNLIGHT FINANCIAL LLC DATED AS OF July 9, 2021 THE LIMITED LIABILITY COMPANY INTERESTS IN SUNLIGHT FINANCIAL LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPT |
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| July 15, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SUNLIGHT FINANCIAL HOLDINGS INC. (the ?Corporation?) Dated July 9, 2021 ARTICLE I OFFICES 1.1 Registered Office. Except as otherwise determined by the Corporation from time to time, the registered office of Sunlight Financial Holdings Inc. in the State of Delaware shall be established and maintained at 251 Little Falls Drive, Wilmington, County of New Cas |
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| July 15, 2021 |
Exhibit 4.3 AMENDMENT NO. 1 TO WARRANT TO PURCHASE UNITS This Amendment No. 1 (this ?Amendment?) to Warrant to Purchase Units is entered into and effective as of July 8, 2021 by Sunlight Financial LLC, a Delaware limited liability company (the ?Company?), and Tech Capital LLC or its permitted assignees (the ?Holder?), and constitutes an amendment to that certain Warrant to Purchase Units, dated Fe |
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| July 15, 2021 |
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): July 9, 2021 Sunlight Financial Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-39739 (Commission File |
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| July 15, 2021 |
Exhibit 10.16 INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT (this ?Agreement?), dated as of July 9, 2021, is made and entered into by and among Sunlight Financial Holdings Inc., a Delaware corporation f/k/a Spartan Acquisition Corp. II (the ?Company?), Spartan Acquisition Sponsor II LLC, a Delaware limited liability company (the ?Spartan Sponsor?), Tiger Infrastructure Partners Sunlight |
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| July 15, 2021 |
Exhibit 4.2 THIS WARRANT AND THE UNITS ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. WARRANT TO |
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| July 15, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction: The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 ?Amendments to Financial Disclosures about Acquired and Disposed Businesses.? The unaudited pro forma condensed combined financial infor |
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| July 15, 2021 |
Exhibit 10.13 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this ?Agreement?), dated as of July 9, 2021, is hereby entered into by and among Sunlight Financial Holdings Inc., a Delaware corporation (the ?Corporate Tax |
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| July 15, 2021 |
EX-16.1 10 tm2122250d1ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 July 15, 2021 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read Sunlight Financial Holdings Inc.’s (formally known as Spartan Acquisition Corp. II) statements included under Item 4.01 of its Form 8-K dated July 9, 2021. We agree with the statements c |
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| July 15, 2021 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Spartan Acquisition Corp. II Spartan Acquisition Corp. II, a corporation existing under the laws of the State of Delaware, hereby certifies as follows: 1. The name of the corporation is Spartan Acquisition Corp. II. 2. The corporation?s original Certificate of Incorporation was filed in the office of the Secretary of State of |
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| July 15, 2021 |
Exhibit 14.1 Code of Business Conduct & Ethics LAST UPDATED: July 9, 2021 Letter from the Chief Executive Officer to All Teammates of Sunlight Financial Holdings Inc. and its Subsidiaries Dear Teammates: From Sunlight?s inception when the entire team fit around a table in New Jersey in 2015 to today, 200+ strong and building, adherence to Sunlight?s core values has been at the center of Sunlight?s |
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| July 12, 2021 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on July 23, 2021, pursuant to the provisions of Rule 12d2-2 (a). |
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| July 9, 2021 |
Exhibit 99.1 Spartan Acquisition Corp. II Announces Stockholder Approval of Business Combination with Sunlight Financial NEW YORK, NY AND CHARLOTTE, NC ? July 8, 2021 ? Spartan Acquisition Corp. II, a publicly-traded special purpose acquisition company (?Spartan?) (NYSE: SPRQ), today announced the business combination (the ?Business Combination?) between Spartan and Sunlight Financial (?Sunlight?) |
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| July 9, 2021 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 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): July 9, 2021 Spartan Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction of incorporation) (Commissi |
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| July 8, 2021 |
As filed with the Securities and Exchange Commission on July 8, 2021 As filed with the Securities and Exchange Commission on July 8, 2021 Registration Statement No. |
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| July 7, 2021 |
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): July 7, 2021 Spartan Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction (Commission File Number) (I |
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| July 7, 2021 |
Exhibit 99.1 Spartan Acquisition Corp. II Expects Stockholders to Approve Business Combination with Sunlight Financial and All Other Conditions to be Satisfied or Waived NEW YORK, NY AND CHARLOTTE, NC ? July 7, 2021 ? Spartan Acquisition Corp. II, a publicly traded special purpose acquisition company (?Spartan?) (NYSE: SPRQ), announced today that it expects all closing conditions, other than those |
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| July 7, 2021 |
EX-99.1 2 ea143834ex99-1spartanacq2.htm PRESS RELEASE DATED JULY 7, 2021 Exhibit 99.1 Spartan Acquisition Corp. II Expects Stockholders to Approve Business Combination with Sunlight Financial and All Other Conditions to be Satisfied or Waived NEW YORK, NY AND CHARLOTTE, NC – July 7, 2021 – Spartan Acquisition Corp. II, a publicly traded special purpose acquisition company (“Spartan”) (NYSE: SPRQ), |
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| July 7, 2021 |
Other Events, Financial Statements and Exhibits 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): July 7, 2021 Spartan Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction (Commission File Number) (I |
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| July 2, 2021 |
424B3 1 ea143669-424b3spartan2.htm FORM 424B3 Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-254589 SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS FOR SPECIAL MEETING OF STOCKHOLDERS OF SPARTAN ACQUISITION CORP. II Explanatory Note: On June 21, 2021, Spartan Acquisition Corp. II (the “Company”) filed a definitive proxy statement/prospectus (the “Proxy Statement”) with the Securities and |
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| July 1, 2021 |
Filed by Spartan Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. II Commission File No.: 333-254589 Date: June 30, 2021 SUPPLEMENT TO PROXY STATEMENT/PROSPECTUS FOR SPECIAL MEETING OF STOCKHOLDERS OF SPARTAN ACQUISITION CORP. II Explanatory Note: |
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| June 21, 2021 |
Filed by Spartan Acquisition Corp. II Filed by Spartan Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. II Commission File No.: 333-254589 Date: June 21, 2021 The following communication was posted on LinkedIn by Apollo Global Management, Inc. (?Apollo?) on June 18, 2021. Spartan Acqui |
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| June 21, 2021 |
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): June 21, 2021 Spartan Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction (Commission File Number) ( |
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| June 18, 2021 |
Exhibit 99.1 Spartan Acquisition Corp. II Announces Effectiveness of Registration Statement for Proposed Business Combination with Sunlight Financial NEW YORK, N.Y. and CHARLOTTE, N.C. ? June 17, 2021 ? Spartan Acquisition Corp. II, a publicly traded special purpose acquisition company (?Spartan? or the ?Company?) (NYSE: SPRQ), announced today that its registration statement on Form S-4 (File No. |
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| June 18, 2021 |
PROXY STATEMENT AND PROSPECTUS SPARTAN ACQUISITION CORP. II 424B3 1 f424b30621spartanacq2.htm PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-254589 PROXY STATEMENT AND PROSPECTUS SPARTAN ACQUISITION CORP. II Dear Stockholders of Spartan Acquisition Corp. II: On January 23, 2021, Spartan Acquisition Corp. II, a Delaware corporation (“Spartan”), SL Invest I Inc., a Delaware corporation and wholly owned subsidiary of Spartan (“Merg |
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| June 18, 2021 |
Filed by Spartan Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. II Commission File No.: 333-254589 Date: June 17, 2021 The following is a transcript of an interview with Matt Potere, Chief Executive Officer and Director of Sunlight Financial LLC |
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| June 18, 2021 |
Exhibit 99.1 Spartan Acquisition Corp. II Announces Effectiveness of Registration Statement for Proposed Business Combination with Sunlight Financial NEW YORK, N.Y. and CHARLOTTE, N.C. ? June 17, 2021 ? Spartan Acquisition Corp. II, a publicly traded special purpose acquisition company (?Spartan? or the ?Company?) (NYSE: SPRQ), announced today that its registration statement on Form S-4 (File No. |
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| June 18, 2021 |
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): June 17, 2021 Spartan Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (State or other jurisdiction (Commission File Number) ( |
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| June 18, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 ea142855-8kspartanacqcorp2.htm CURRENT REPORT 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): June 17, 2021 Spartan Acquisition Corp. II (Exact name of registrant as specified in its charter) Delaware 001-39739 85-2599566 (St |
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| June 15, 2021 |
Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 June 15, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, NE Washington, D.C. 20549 Attn: Tonya Aldave Re: Spartan Acquisition Corp. II Registration Statement on Form S-4, as amended Filed March 22, 2021 File No. 333-254589 Dear Ms. Aldave: Pursuant t |
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| June 14, 2021 |
Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 CORRESP 1 filename1.htm Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 June 14, 2021 Division of Corporation Finance Office of Finance United States Securities and Exchange Commission 100 F Street, N.E., Washington, D.C. 20549-3561 Re: Spartan Acquisition Corp. II Amendment No. 2 to Registration Statement on Form S-4 Filed June 1, 2021 File No. 333-254589 Ladies and |
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| June 7, 2021 |
SUNLIGHT FINANCIAL TO PARTICIPATE IN COWEN AND PIPER SANDLER INVESTOR CONFERENCES 425 1 ea142324-425spartanacqii.htm 425 Filed by Spartan Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. II Commission File No.: 333-254589 Date: June 7, 2021 The following press release was released by Sunlight Financial LLC (the “Company”) on Jun |
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| June 3, 2021 |
Filed by Spartan Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. II Commission File No.: 333-254589 Date: June 3, 2021 The following press release was released by Sunlight Financial LLC (the ?Company?) on June 3, 2021. Sunlight Financial Reports F |
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| June 1, 2021 |
Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 June 1, 2021 Division of Corporation Finance Office of Finance United States Securities and Exchange Commission 100 F Street, N.E., Washington, D.C. 20549-3561 Re: Spartan Acquisition Corp. II Amendment No. 1 to Registration Statement on Form S-4 Filed May 12, 2021 File No. 333-254589 Ladies and Gentlemen: Set forth bel |
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| June 1, 2021 |
As filed with the Securities and Exchange Commission on June 1, 2021 As filed with the Securities and Exchange Commission on June 1, 2021 Registration Statement No. |
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| June 1, 2021 |
Exhibit 10.12 [?], 2021 Sunlight Financial Holdings Inc. 400 Frank W. Burr Blvd., #37 Teaneck, NJ 97666 Re: Lock-up Agreement Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Business Combination Agreement (the ?Business Combination Agreement?) entered into by and among Spartan Acquisition Corp. II, a Delaware corporation (?Spartan?), SL |
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| June 1, 2021 |
Form of Proxy Card for Stockholders’ Meeting. Exhibit 99.10 PRELIMINARY PROXY CARD ? SUBJECT TO COMPLETION FOR THE SPECIAL MEETING OF STOCKHOLDERS OF Spartan Acquisition Corp. II THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS P R O X Y The undersigned hereby appoints Geoffrey Strong and James Crossen (the ?Proxies?), and each of them independently, with full power of substitution, as proxies and attorneys-in-fact to vote all of t |
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| June 1, 2021 |
Filed by Spartan Acquisition Corp. II Filed by Spartan Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. II Commission File No.: 333-254589 Date: June 1, 2021 The following is a transcript of a virtual fireside chat with Matt Potere, Chief Executive Officer and Director of Sunlight Fina |
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| June 1, 2021 |
Exhibit 10.13 [?], 2021 Sunlight Financial Holdings Inc. 400 Frank W. Burr Blvd., #37 Teaneck, NJ 97666 Re: Lock-up Agreement Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Business Combination Agreement (the ?Business Combination Agreement?) entered into by and among Spartan Acquisition Corp. II, a Delaware corporation (?Spartan?), SL |
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| June 1, 2021 |
Exhibit 10.14 [?], 2021 Sunlight Financial Holdings Inc. 400 Frank W. Burr Blvd., #37 Teaneck, NJ 97666 Re: Lock-up Agreement Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Business Combination Agreement (the ?Business Combination Agreement?) entered into by and among Spartan Acquisition Corp. II, a Delaware corporation (?Spartan?), SL |
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| June 1, 2021 |
Exhibit 99.11 Schedule of New PIPE Investors Each of the New PIPE Investors listed in the below schedule have signed a subscription agreement that is consistent in all material respects with the form of subscription agreement filed as Exhibit 10.3. Name Number of Shares of Class A Common Stock Subscribed For Purchase Price 1. Adage Capital Partners L.P. 1,600,000 $ 16,000,000 2. AGR Trading SPC-Se |
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| May 27, 2021 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Spartan Acquisition Corp. II, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of |
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| May 27, 2021 |
SPRQ / Spartan Acquisition Corp. II / CITADEL ADVISORS LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Spartan Acquisition Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 846775104 (CUSIP Number) May 17, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Schedule |
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| May 26, 2021 |
SUNLIGHT FINANCIAL TO PARTICIPATE IN THE BANK OF AMERICA SECURITIES CLEAN ENERGY CONFERENCE Filed by Spartan Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. II Commission File No.: 333-254589 Date: May 26, 2021 The following press release was released by Sunlight Financial LLC (the ?Company?) on May 26, 2021. For Immediate Release May 26 |
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| May 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Spartan Acquisition Corp. II (Exact name of |
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| May 17, 2021 |
SEC FILE NUMBER 001-39739 CUSIP NUMBER 846775104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 12, 2021 |
Exhibit 10.20 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. FIRST AMENDMENT TO AMENDED AND RESTATED LOAN SALE AGREEMENT This FIRST AMENDMENT TO THE AMENDED AND RESTATED LOAN SALE AGREEMENT, dated as of August 28, 2019 (this ?Amendment?), by and among CROSS RIVER BANK, an F |
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| May 12, 2021 |
Exhibit 10.22 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. OMNIBUS WAIVER AND TENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT AND WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN SALE AGREEMENT This OMNIBUS WAIVER AND TENTH AMENDMENT TO THE FIR |
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| May 12, 2021 |
Exhibit 10.27 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. FOURTH AMENDMENT TO LOAN PROGRAM AGREEMENT This Amendment is made as of March 8, 2019 (this ?Amendment?) by and between Cross River Bank, an FDIC-insured New Jersey state chartered bank (?Bank?), and Sunlight Fina |
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| May 12, 2021 |
Consent of Philip Ryan to be named as a director. Exhibit 99.7 May 9, 2021 Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 Consent to Reference in Proxy Statement/Prospectus Spartan Acquisition Corp. II (the ?Company?) is filing a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection therewith, the unders |
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| May 12, 2021 |
Consent of Kenneth Shea to be named as a director. Exhibit 99.8 May 8, 2021 Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 Consent to Reference in Proxy Statement/Prospectus Spartan Acquisition Corp. II (the ?Company?) is filing a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection therewith, the unders |
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| May 12, 2021 |
Form of Amended and Restated Bylaws. Exhibit 3.4 Final Form AMENDED AND RESTATED BYLAWS OF SUNLIGHT FINANCIAL HOLDINGS INC. (the ?Corporation?) ARTICLE I OFFICES 1.1 Registered Office. Except as otherwise determined by the Corporation from time to time, the registered office of Sunlight Financial Holdings Inc. in the State of Delaware shall be established and maintained at 251 Little Falls Drive, Wilmington, County of New Castle and |
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| May 12, 2021 |
Exhibit 10.30 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. SEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN SALE AGREEMENT This SEVENTH AMENDMENT TO THE FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEME |
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| May 12, 2021 |
Exhibit 10.29 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. SIXTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT This SIXTH AMENDMENT TO THE FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT is made as of March 31, 2020 (this ?Amendment?) by and between CRO |
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| May 12, 2021 |
Exhibit 10.36 SUNLIGHT FINANCIAL HOLDINGS INC. INVENTIONS ASSIGNMENT, NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT This Inventions Assignment, Non-Competition, Non-Solicitation and Confidentiality Agreement (this ?Agreement?) is made and entered into by and between Sunlight Financial Holdings Inc., a Delaware corporation (the ?Parent?), and [EXECUTIVE] (the ?Executive?), and is |
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| May 12, 2021 |
Exhibit 10.23 Execution Copy [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT between CROSS RIVER BANK and SUNLIGHT FINANCIAL LLC Dated as of February 12, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND CONSTRUCTION 1 Se |
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| May 12, 2021 |
Exhibit 10.24 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. THIRD AMENDMENT TO RESIDENTIAL SOLAR ENERGY LOAN PROGRAM AGREEMENT WHEREAS, the Parties entered into that certain Residential Solar Energy Loan Program Agreement dated as of June 12, 2017 as amended by that certai |
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| May 12, 2021 |
Exhibit 10.26 Sunlight Financial [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. June 18, 2018 Cross River Bank 885 Teaneck Road Teaneck, NJ 07666 Attn: Adam Goller, Chief Credit Officer Re: Fee Letter Ladies and Gentlemen: Reference is made to that certain First Amended and |
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| May 12, 2021 |
Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 CORRESP 1 filename1.htm Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 May 12, 2021 Division of Corporation Finance Office of Finance United States Securities and Exchange Commission 100 F Street, N.E., Washington, D.C. 20549-3561 Re: Spartan Acquisition Corp. II Registration Statement on Form S-4 Filed March 22, 2021 File No. 333-254589 Ladies and Gentlemen: Set fo |
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| May 12, 2021 |
Exhibit 10.19 Execution Copy [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. AMENDED AND RESTATED LOAN SALE AGREEMENT with CROSS RIVER BANK SUNLIGHT FINANCIAL LLC and SUNLIGHT FINANCIAL LLC, for itself or on behalf of any Purchaser executing a Purchaser Joinder Agreement her |
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| May 12, 2021 |
Consent of Jeanette Gorgas to be named as a director. Exhibit 99.4 May 9, 2021 Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 Consent to Reference in Proxy Statement/Prospectus Spartan Acquisition Corp. II (the ?Company?) is filing a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection therewith, the unders |
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| May 12, 2021 |
Exhibit 10.35 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into by and between Sunlight Financial LLC, a Delaware limited liability company (the ?Company?), Sunlight Financial Holdings Inc., a Delaware corporation (the ?Parent?) and [] (the ?Executive?), effective as of [DATE] (the ?Effective Date?). WHEREAS, the Company desires to employ the Executive as its [TITLE |
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| May 12, 2021 |
Consent of Toan Huynh to be named as a director. Exhibit 99.5 May 9, 2021 Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 Consent to Reference in Proxy Statement/Prospectus Spartan Acquisition Corp. II (the ?Company?) is filing a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection therewith, the unders |
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| May 12, 2021 |
Consent of Jennifer D. Nordquist to be named as a director. Exhibit 99.6 May 8, 2021 Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 Consent to Reference in Proxy Statement/Prospectus Spartan Acquisition Corp. II (the ?Company?) is filing a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection therewith, the unders |
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| May 12, 2021 |
Exhibit 10.33 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. OMNIBUS WAIVER AND TENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT AND WAIVER AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN SALE AGREEMENT This OMNIBUS WAIVER AND TENTH AMENDMENT TO THE FIR |
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| May 12, 2021 |
Exhibit 10.21 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. SEVENTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN SALE AGREEMENT This SEVENTH AMENDMENT TO THE FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEME |
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| May 12, 2021 |
Exhibit 10.32 NINTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT This NINTH AMENDMENT TO THE FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT (this ?Amendment?) is made as of February 17, 2021 (the ?Amendment Effective Date?) by and between CROSS RIVER BANK, an FDIC-insured New Jersey state-chartered bank (?Bank?), and SUNLIGHT FINANCIAL LLC, a Delaware limited liability company |
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| May 12, 2021 |
Form of Proxy Card for Stockholders’ Meeting. Exhibit 99.10 PRELIMINARY PROXY CARD ? SUBJECT TO COMPLETION FOR THE SPECIAL MEETING OF STOCKHOLDERS OF Spartan Acquisition Corp. II THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS P R O X Y The undersigned hereby appoints Geoffrey Strong and James Crossen (the ?Proxies?), and each of them independently, with full power of substitution, as proxies and attorneys-in-fact to vote all of t |
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| May 12, 2021 |
Consent of Joshua Siegel to be named as a director. Exhibit 99.9 May 9, 2021 Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 Consent to Reference in Proxy Statement/Prospectus Spartan Acquisition Corp. II (the ?Company?) is filing a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). In connection therewith, the unders |
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| May 12, 2021 |
Exhibit 10.37 Initial Closing Grant Form for CEO and Other Senior Executives SUNLIGHT FINANCIAL HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN NOTICE OF RESTRICTED STOCK UNIT AWARD 1 Subject to the terms and conditions of this Notice of Restricted Stock Unit Award (this ?Notice?), the Restricted Stock Unit Award Agreement attached hereto (the ?Award Agreement?), and the Sunlight Financial Holdings Inc. |
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| May 12, 2021 |
Exhibit 10.28 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT This FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT (this ?Amendment?), dated December 1st, 2019 (the ?Effective Date?), b |
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| May 12, 2021 |
Exhibit 10.31 Execution Version [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. EIGHTH AMENDMENT TO FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT This EIGHTH AMENDMENT TO THE FIRST AMENDED AND RESTATED LOAN PROGRAM AGREEMENT (this ?Amendment?) is made as of January 5, 20 |
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| May 12, 2021 |
As filed with the Securities and Exchange Commission on May 12, 2021 Registration Statement No. |
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| May 12, 2021 |
Exhibit 10.25 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. February 18, 2020 Cross River Bank 885 Teaneck Road Teaneck, NJ 07666 Attn: Adam Goller, Chief Credit Officer Re: Fee Letter Ladies and Gentlemen: Reference is made to that certain First Amended and Restated Loan |
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| May 12, 2021 |
Exhibit 10.34 [***] = Certain marked information has been omitted from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. EXECUTION COPY LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?) is dated as of April 26, 2021 (the ?Effective Date?) between SILICON VALLEY BANK, a California corporation (?Bank?), a |
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| May 11, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3 |
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| May 6, 2021 |
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): May 6, 2021 SPARTAN ACQUISITION CORP. II (Exact Name of Registrant as Specified in Charter) Delaware 001-39739 85-2599566 (State of incorporation or organization) (Commission File Num |
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| April 14, 2021 |
Filed by Spartan Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. II Commission File No.: 333-254589 Date: April 14, 2021 The following press release was released by Sunlight Financial LLC (the ?Company?) on April 14, 2021. For Immediate Release Ap |
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| April 13, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 12, 2021 SPARTAN ACQUISITION CORP. II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39739 85-2599566 (State or incorporation or organization) (Commission F |
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| April 13, 2021 |
Merger Prospectus - CURRENT REPORT 425 1 ea139377-8kspartanacq2.htm CURRENT REPORT 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 12, 2021 SPARTAN ACQUISITION CORP. II (Exact Name of Registrant as Specified in its Charter) Delaware 001-39739 85-2599566 (State |
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| April 13, 2021 |
Exhibit 99.1 Filed by Spartan Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. II Commission File No.: 333-254589 Date: April 12, 2021 The following presentation materials were used by Sunlight Financial LLC (the ?Company?) in various presentations |
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| April 13, 2021 |
Exhibit 99.1 Filed by Spartan Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. II Commission File No.: 333-254589 Date: April 12, 2021 The following presentation materials were used by Sunlight Financial LLC (the “Company”) in various presentations |
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| March 24, 2021 |
Filed by Spartan Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. II Commission File No.: 333-254589 Date: March 24, 2021 The following presentation materials were used by Sunlight Financial LLC (the ?Company?) in a presentation to analysts made on |
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| March 24, 2021 |
Filed by Spartan Acquisition Corp. II Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. II Commission File No.: 333-254589 Date: March 24, 2021 The following press release was released by Sunlight Financial LLC (the ?Company?) on March 23, 2021. Sunlight Financial Repor |
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| March 22, 2021 |
Consent of Matthew Potere to be named as a director. EX-99.1 10 fs42021ex99-1spartanacq2.htm CONSENT OF MATTHEW POTERE Exhibit 99.1 Execution Version March 15, 2021 Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 Consent to Reference in Proxy Statement/Prospectus Spartan Acquisition Corp. II (the “Company”) is filing a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission under the Securit |
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| March 22, 2021 |
Consent of Emil Henry, Jr. to be named as a director. EX-99.3 12 fs42021ex99-3spartanacq2.htm CONSENT OF EMIL HENRY Exhibit 99.3 Execution Version March 15, 2021 Spartan Acquisition Corp. II 9 West 57th Street, 43rd Floor New York, NY 10019 Consent to Reference in Proxy Statement/Prospectus Spartan Acquisition Corp. II (the “Company”) is filing a Registration Statement on Form S-4 with the U.S. Securities and Exchange Commission under the Securities |
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| March 22, 2021 |
As filed with the Securities and Exchange Commission on March 22, 2021 Registration Statement No. |
