Introductory Note
As previously announced, on July 28, 2021, Spartan Acquisition Corp. III, a Delaware corporation (the “Company“), Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Athena Pubco”), Athena Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Madeleine Charging B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Madeleine Charging”), Allego Holding B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Allego”), and, solely with respect to the sections specified therein, E8 Partenaires, a French societe par actions simplifee (“E8 Investor”), entered into a Business Combination Agreement and Plan of Reorganization (as amended, the “Business Combination Agreement”). Subject to the satisfaction or waiver of the conditions to closing (the “Closing”) of the transactions contemplated by the Business Combination Agreement (the “Transactions”), the Transactions will effect a business combination between the Company and Allego. Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to them in the Business Combination Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on July 28, 2021, and is incorporated herein by reference.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 8, 2022, the Company, Athena Pubco, Merger Sub, Madeleine Charging, Allego and, solely for the purposes of the sections specified therein, E8 Investor entered into that certain Second Amendment to the Business Combination Agreement (the “Second Amendment”) pursuant to which, among other things, the parties thereto extended the Outside Date (as defined in the Business Combination Agreement) to March 31, 2022.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Second Amendment, a copy of which is filed as Exhibit 2.3 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On March 8, 2022, the Company convened a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the definitive proxy statement/prospectus filed by the Company with the Securities and Exchange Commission on February 10, 2022.
There were 68,991,800 shares of common stock issued and outstanding on January 18, 2022, the record date (the “Record Date”) for the Special Meeting. At the Special Meeting, there were 50,695,147 shares present either by proxy or online, representing approximately 73.48% of the total outstanding shares of the Company’s common stock as of the Record Date, which constituted a quorum.
A summary of the voting results for each proposal is set forth below.
Proposal No. 1 – The Business Combination Proposal
The Business Combination Agreement, pursuant to which a business combination between the Company and Allego will be effected (the “Business Combination”), was approved and adopted, and all transactions contemplated by the Business Combination were approved. The voting results were as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
| 47,719,177 | | 2,856,974 | | 118,996 |
Proposal No. 2 – The Governance Proposal
Certain governance provisions contained in the Articles of Association of Allego N.V., the successor to Athena Pubco following the Business Combination, that materially affect Allego shareholder rights were approved on a non-binding advisory basis. The voting results were as follows:
| | | | |
Votes For | | Votes Against | | Abstentions |
| 46,114,386 | | 3,465,311 | | 1,115,450 |
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