UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~report~~Report (Date of earliest event reported): ~~February 28~~March 8, 2022

SPARTAN ACQUISITION CORP. III

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	001-40022	8685-1182458
(State of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9 West 57th Street, 43rd Floor New York, NY		10019
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

(212) 515-3200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K ~~filing~~ is intended to simultaneously satisfy the filing obligation of the ~~Registrant~~registrant under any of the following provisions:

☒☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading ~~symbol~~Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-fourth of one warrant	SPAQ.U	The New York Stock Exchange
Units, each consisting of one share of Class A common stock and one-fourth of one warrant	SPAQ.U	The New York Stock Exchange
Class A Common Stock, par value $0.0001 per share	SPAQ	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	SPAQ	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share	SPAQ.WS	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	SPAQ.WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

As previously announced, on July 28, 2021, Spartan Acquisition Corp. III, a Delaware corporation (the “~~Spartan”~~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 ~~Spartan~~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 ~~Spartan~~the Company on July 28, 2021, and is incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

On ~~February~~March 288, 2022, ~~Spartan~~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 ~~(i) modified~~extended the ~~applicable~~Outside ~~thresholds~~Date ~~that~~(as ~~determine~~defined ~~whether~~in ~~certain~~the ~~fees~~Business ~~payable~~Combination Agreement) to ~~E8 Investor will be paid in cash~~March 31, ~~Company Common Shares or a combination of cash and Company Common Shares~~2022.

~~According~~The toforegoing ~~the~~description ~~Amendment,~~of in the ~~event~~Second ~~the~~Amendment ~~holders~~does ~~of: (a) more than 15% but~~ not ~~more~~purport ~~than 72.4% of Spartan Class A Common Stock exercise their Redemption Rights in respect of such shares (the “Part A First Redemption Threshold”), Allego will issue~~ to E8be ~~Investor~~complete aand ~~number of Company Common Shares equal to 50% of the amounts payable as “Part A of the Fees” (as such term~~ is ~~defined~~qualified in ~~the~~its E8entirety ~~Agreement);~~by ~~and (b) more than 72.4% of~~ the ~~outstanding~~terms ~~shares~~and ofconditions ~~Spartan Class A Common Stock exercise Redemption Rights in respect~~ of ~~such shares (~~the ~~“Part A~~ Second ~~Redemption Threshold” and~~Amendment, ~~together with the Part A First Redemption Threshold, each~~ a ~~“Part~~copy ~~A Redemption Threshold”), Allego will issue to E8 Investor a number~~ of ~~Company~~which ~~Common~~is ~~Shares~~filed ~~equal to 100% of the amounts payable~~ as ~~Part~~Exhibit A2.3 ofto ~~the~~this ~~Fees,~~Current inReport ~~each case,~~ on ~~the terms~~ Form 8-K and is ~~subject~~incorporated toherein ~~the~~by ~~conditions as more particularly set forth in the E8 Agreement and the Business Combination Agreement~~reference.

InItem addition, for purposes of determining if a Part A Redemption Threshold has been met, any net cash proceeds received by Athena Pubco from the issuance of any NewCo Ordinary Shares in connection with Closing (at a price of $105.0007. ~~per~~Submission ~~NewCo Ordinary Share) in excess~~ of ~~$193.5 million,~~Matters ~~other than any net cash proceeds from the Trust Account, shall be deemed~~ to ~~reduce, on~~ a ~~dollar~~Vote ~~for dollar basis, the value~~ of ~~the~~Security ~~shares of Spartan Class A Common Stock with respect to which the holders thereof have exercised their Redemption Rights (with the value of one such share being deemed to be worth $10~~Holders.~~00), and with each such share being deemed not to have been redeemed.~~

~~The~~On ~~foregoing~~March 8, ~~description~~2022, of the ~~Amendment~~Company ~~does~~convened ~~not~~a ~~purport~~special tomeeting beof ~~complete~~stockholders ~~and~~(the is“Special ~~qualified~~Meeting”). inAt ~~its~~the ~~entirety~~Special byMeeting, the ~~terms~~Company’s ~~and~~stockholders ~~conditions~~voted ofon the ~~Amendment,~~proposals aset ~~copy~~forth below, each of which is ~~filed~~described asin ~~Exhibit~~greater ~~2.2~~detail toin ~~this~~the ~~Current~~definitive ~~Report~~proxy onstatement/prospectus ~~Form 8-K~~ filed by the Company with the Securities and isExchange ~~incorporated~~Commission ~~herein~~on byFebruary 10, ~~reference~~2022.

~~Forward-Looking~~There ~~Statements~~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.

~~This~~A ~~Current~~summary ~~Report on Form 8-K includes “forward-looking statements” within the meaning~~ of the ~~“safe~~voting ~~harbor”~~results ~~provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements are provided~~ for ~~illustrative~~each ~~purposes~~proposal ~~only~~is ~~and~~set ~~are~~forth ~~not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability~~below. Spartan’s and Allego’s actual results may differ from their expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are intended to identify such forward-looking statements. These forward-looking statements include, without

2Proposal No. 1 – The Business Combination Proposal

~~limitation,~~The Spartan’s and Allego’s expectations with respect to future performance and anticipated financial impacts of the Transactions, the satisfaction or waiver of the closing conditions to the Transactions, and the timing of the completion of the Transactions. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Most of these factors are outside Spartan’s and Allego’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Business Combination Agreement ~~or could otherwise cause the Transactions to fail to close; (ii) the outcome of any legal proceedings that may be instituted against Spartan~~, ~~Athena~~pursuant ~~Pubco and/or Allego following the announcement of the Transactions; (iii) the inability~~ to ~~complete~~which ~~the~~a Transactions, including due to failure to obtain approval of the stockholders of Spartan, certain regulatory approvals, or the satisfaction of other conditions to closing in the Business Combination Agreement; (iv) the impact of the COVID-19 pandemic on Allego’s business ~~and/or~~combination ~~the~~between ~~ability of~~ the ~~parties~~Company to complete the Transactions; (v) the inability to obtain or maintain the listing of Athena Pubco’s common shares on the New York Stock Exchange following the Transactions; (vi) the risk that the Transactions disrupt current plans and operations as a result of the announcement and consummation of the Transactions; (vii) the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of Allego towill grow and manage growth profitably, and to retain its key employees; (viii) costs related to the Transactions; (ix) changes in applicable laws or regulations; and (x) the possibility that Allego, Spartan or Athena Pubco may be ~~adversely~~effected affected by other economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Spartan’s most recent filings with the SEC and in the registration statement on Form F-4 (the “~~Form~~Business ~~F-4~~Combination”), ~~including~~was ~~the~~approved ~~proxy statement/prospectus forming a part thereof filed by Athena Pubco in connection with the Transactions on September 30, 2021, as amended on December 14, 2021, January 18, 2022~~ and ~~February 1~~adopted, ~~2022. All subsequent written~~ and ~~oral~~all ~~forward-looking statements concerning Spartan, Allego or Athena Pubco, the~~ transactions ~~described~~contemplated ~~herein or other matters and attributable to Spartan, Allego, Athena Pubco or any person acting on their behalf are expressly qualified in their entirety~~ by the ~~cautionary~~Business ~~statements~~Combination ~~above.~~were ~~Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made~~approved. ~~Each~~The ofvoting ~~Spartan,~~results ~~Allego~~were and Athena Pubco expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect thereto or any change in events, conditions, or circumstances on which any statement is based, except as ~~required~~follows: ~~by law.~~

Important Information and Where to Find It


Votes For	Votes Against	Abstentions
47,719,177	2,856,974	118,996

InProposal connection with the Transactions, a registration statement on Form F-4 was filed by Athena Pubco with the SEC on September 30, 2021, as amended on December 14, 2021, January 18, 2022 and February 1, 2022, and was declared effective on February 10, 2022. The Form F-4 includes a definitive proxy statement that has been mailed to holders of Spartan’s common stock in connection with Spartan’s solicitation for proxies for the vote by Spartan’s stockholders in connection with the Transactions and other matters as described in the Form F-4, as well as a prospectus of Athena Pubco relating to the offer of the securities to be issued in connection with the completion of the Transactions. Spartan, Allego and Athena Pubco urge investors, stockholders and other interested persons to read the Form F-4, including the proxy statement/prospectus incorporated by reference therein, as well as other documents filed with the SEC in connection with the Transactions, as these materials contain important information about Allego, Spartan, and the Transactions. Such persons can also read Spartan’s final prospectus dated February 8, 2021 (SEC File No. ~~333-252866), for~~2 a– ~~description of the security holdings of Spartan’s officers and directors and their respective interests as security holders in the consummation of the Transactions.~~ The ~~definitive~~Governance ~~proxy~~Proposal statement/prospectus has been mailed to Spartan’s stockholders as of January 18, 2021. Stockholders will also be able to obtain copies of such documents, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Spartan Acquisition Corp. III, 9 West 57th Street, 43rd Floor, New York, NY 10019, or (212) 515-3200. The information contained on, or that may be accessed through, the websites referenced in this Current Report on Form 8-K is not incorporated by reference into, and is not a part of, this Current Report Form 8-K.

~~INVESTMENT~~Certain INgovernance ~~ANY~~provisions ~~SECURITIES~~contained ~~DESCRIBED~~in ~~HEREIN~~the ~~HAS~~Articles ~~NOT~~of ~~BEEN~~Association ~~APPROVED~~of ORAllego ~~DISAPPROVED~~N.V., BYthe ~~THE~~successor ~~SEC~~to ORAthena ~~ANY~~Pubco ~~OTHER~~following ~~REGULATORY~~the ~~AUTHORITY~~Business ~~NOR~~Combination, ~~HAS~~that ~~ANY~~materially ~~AUTHORITY~~affect ~~PASSED~~Allego ~~UPON~~shareholder ORrights ~~ENDORSED~~were ~~THE~~approved ~~MERITS~~on OFa ~~THE~~non-binding ~~OFFERING~~advisory ~~OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN~~basis. ~~ANY~~The ~~REPRESENTATION~~voting TOresults ~~THE~~were ~~CONTRARY~~as ISfollows: ~~A CRIMINAL OFFENSE.~~


Votes For	Votes Against	Abstentions
46,114,386	3,465,311	1,115,450

~~Participants~~1 ~~in the Solicitation~~

~~Spartan,~~Proposal Allego, Athena Pubco and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Spartan’s stockholders in connection with the Transactions. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Spartan’s directors and executive officers in Spartan’s final prospectus dated February 8, 2021 (SEC File No. ~~333-252866), which~~3 ~~was~~– ~~filed~~The ~~with~~Adjournment ~~the~~Proposal SEC on February 10, 2021. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Spartan’s stockholders in connection with the Transactions is set forth in the proxy statement/prospectus for the Transactions. Information concerning the interests of Spartan’s, Athena Pubco’s and Allego’s participants in the solicitation, which may, in some cases, be different than those of Spartan’s, Athena Pubco’s and Allego’s equity holders generally, is set forth in the proxy statement/prospectus relating to the Transactions.

NoThe ~~Offer~~adjournment of the Special Meeting to a later date or ~~Solicitation~~dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal was approved. The voting results were as follows:

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.


Votes For	Votes Against	Abstentions
47,089,036	3,486,014	120,097

Item 7.01.

Regulation FD Disclosure.

On March 8, 2022, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1394, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
ExhibitNo.		Exhibit
2.1*		Business Combination Agreement, dated as of ~~July~~December 2810, ~~2021~~2020, by and among ~~Spartan~~the Company, Allego, Madeleine Charging, Athena Pubco, Merger Sub, and E8 Investor (incorporated by reference to Exhibit 2.1 of ~~Spartan~~the Company’s Current Report on Form 8-K filed on July 28, 2021 (File No. 001-40022)).
2.2*		Amendment to Business Combination Agreement ~~and Plan of Reorganization~~, dated as of February 28, 2022, by and among ~~Spartan~~the Company, Allego, Madeleine Charging, Athena Pubco, Merger Sub, and E8 Investor (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K filed on February 28, 2022 (File No. 001-40022)).
2.3		Second Amendment to Business Combination Agreement, dated as of March 8, 2022, by and among the Company, Allego, Madeleine Charging, Athena Pubco, Merger Sub and E8 Investor
99.1		Press Release dated March 8, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* ~~All~~Certain schedules and exhibits have been omitted pursuant to Item 601(ab)(52) of Regulation S-K. A copy of any omitted schedule ~~and/~~or exhibit will be furnished to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: ~~February~~March 289, 2022


SPARTAN ACQUISITION CORP. III

By:		/s/ Geoffrey Strong
Name:		Geoffrey Strong
Title:		Chief Executive Officer

Filing Compare · Spartan Acquisition Corp. III