Introductory Note
As previously disclosed, on July 28, 2021, Spartan Acquisition Corp. III (“Spartan”), Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“Allego”), 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 Holding”), and, solely with respect to the sections specified therein, E8 Partenaires, a French societe par actions simplifee (“E8 Investor” and, together with Spartan, Allego, Merger Sub, Madeleine Charging and Allego Holding, the “Parties”), entered into a Business Combination Agreement and Plan of Reorganization (as amended, the “Business Combination Agreement”).
On March 16, 2022 (the “Closing Date”), in accordance with the terms of the Business Combination Agreement, the Parties completed the business combination transactions pursuant to which, among other things, (i) the shareholders of Allego Holding contributed and transferred all of their shares in Allego Holding to Allego in exchange for Allego Ordinary Shares, (ii) Merger Sub merged with and into Spartan (the “Merger”), with Spartan surviving the Merger as a wholly owned subsidiary of Allego (the “Surviving Corporation”), (iii) each outstanding share of Spartan’s Class A Common Stock, par value $0.0001 per share (“Spartan Class A Common Stock”), including shares of Spartan Class A Common Stock issued upon conversion of Spartan’s Class B Common Stock, par value $0.0001 per share (“Spartan Class B Common Stock” and, together with Spartan Class A Common Stock, the “Spartan Common Stock”) (other than the Redemption Shares (as defined below)), was cancelled and converted into one ordinary share, nominal value EUR 0.12, of Allego (each, an “Allego Ordinary Share”) and (iv) each outstanding warrant of Spartan (each, a “Spartan Warrant”), was assumed by Allego and was automatically converted into a warrant to acquire one Allego Ordinary Share, subject to the same terms and conditions as were applicable to the Spartan Warrant.
Capitalized terms not otherwise defined have the meaning set forth in the Business Combination Agreement. The description of the Business Combination Agreement and related transactions (including, without limitation, the Merger) in this Current Report on Form 8-K does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Business Combination Agreement, which is attached as Exhibit 2.1 to Spartan’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2021 and is incorporated herein by reference.
| Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Upon the completion of the Merger (the “Effective Time”), Spartan entered into that certain Warrant Assumption Agreement (the “Warrant Assumption Agreement”) by and among Spartan, Allego and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”). Pursuant to the Warrant Assumption Agreement, Allego assumed all of Spartan’s rights and obligations under the Warrant Agreement, dated as of February 8, 2021 by and between Spartan and Continental (the “Warrant Agreement”), and each Spartan Warrant entitling the holder thereof to acquire one share of Spartan Class A Common Stock was converted into a warrant to acquire one Allego Ordinary Share, subject to the same terms and conditions as were applicable to the Spartan Warrant.
On the Closing Date, Allego, Spartan Acquisition Sponsor III LLC (“Sponsor”), Madeleine Charging, E8 Investor and certain other holders of Allego Ordinary Shares (collectively, the “Reg Rights Holders”) entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, among other things, Allego agreed that, within fifteen (15) business days following the Closing Date, Allego will file a shelf registration statement to register the resale of certain securities held by the Reg Rights Holders (the “Registerable Securities”). In certain circumstances, Reg Rights Holders that hold Registerable Securities having an aggregate value of at least $50 million can demand up to three (3) underwritten offerings. Each of the Reg Rights Holders will be entitled to customary piggyback registration rights, subject to certain exceptions, including in connection with demand offerings by Madeleine Charging. In addition, under certain circumstances, Madeleine Charging may demand up to three (3) underwritten offerings. Madeleine Charging and E8 Investor will also be subject to certain lock-up restrictions in accordance with the Registration Rights Agreement.
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