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~~September 30, 2021

☐	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. III
(Exact name of registrant as specified in its charter)
Delaware	001-40022		86-1182458
(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)

(212) 515-3200
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading 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
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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~August~~November 310, 2021, 55,200,000 shares of Class A common stock, par value $0.0001 per share, and 13,800,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding.

Table of Contents

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	32
	Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	3
	Condensed Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020	2
	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021	4
	Unaudited Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2021	3
	Unaudited Condensed Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021	5
	Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2021	4
	Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021	6
	Unaudited Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2021	5
	Notes to Unaudited Condensed Financial Statements	76
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2022
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2427
Item 4.	Controls and Procedures	2527
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2628
Item 1A.	Risk Factors	2628
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2628
Item 3.	Defaults Upon Senior Securities	2729
Item 4.	Mine Safety Disclosures	2729
Item 5.	Other Information	2729
Item 6.	Exhibits.	2830
SIGNATURE		2931

iii

PART I - FINANCIAL INFORMATION

Item 1.

Condensed Financial Statements

SPARTAN ACQUISITION CORP. III

CONDENSED BALANCE SHEETS

	June 30, 2021			December 31, 2020
	September 30, 2021			December 31, 2020
Assets:	(Unaudited)
Current assets:
Cash	$	~~679~~497,~~775~~039		$	-
Prepaid expenses		1,~~290~~079,~~784~~723			-
Total current assets		1,~~970~~576,~~559~~762			-
Investments held in Trust Account		552,~~035~~043,~~937~~041			-
Deferred offering costs		-			93,774
Total Assets	$	~~554~~553,~~006~~619,~~496~~803		$	93,774
Liabilities and Stockholders' Equity:
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit):
Current liabilities:
Accrued expenses	$	46,~~783~~826,~~762~~806		$	70,374
Accounts payable		164,~~944~~047			-
Franchise tax payable		98147,~~034~~897			450
Total current liabilities		46,~~898~~978,~~740~~750			70,824
Derivative warrant liabilities		3027,~~555~~909,600			-
Deferred underwriting commissions		19,320,000			-
Total liabilities		54,~~774~~208,~~340~~350			70,824
Commitments and Contingencies (Note 5)
Commitments and Contingencies
Class A common stock; 250,000,000 shares authorized; 49,423,215 and -0- shares subject to possible redemption at $10.00 per share at June 30, 2021 and December 31, 2020, respectively		494,232,150			-
Class A common stock subject to possible redemption; $0.0001 par value; 55,200,000 and -0- shares at $10.00 per share as of September 30, 2021 and December 31, 2020, respectively		552,000,000			-
Stockholders' Equity:
Stockholders' Equity (Deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Class A common stock, $0.0001 par value; 250,000,000 shares authorized; 5,776,785 and -0- issued and outstanding (excluding 49,423,215 and -0- shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		578			-
Class A common stock, $0.0001 par value; 250,000,000 shares authorized; none issued and outstanding, excluding 55,200,000 and no shares subject to redemption as of Septemer 30, 2021 and December 31, 2020		-			-
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 13,800,000 shares issued and outstanding(1)		1,380			1,380
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 13,800,000 shares issued and outstanding		1,380			1,380
Additional paid-in capital		~~9,135,473~~-			23,620
Accumulated deficit		(452,~~137~~589,~~425~~927	)		(2,050	)
Total stockholders' equity		5,000,006			22,950
Total stockholders' equity (deficit)		(52,588,547	)		22,950
Total Liabilities and Stockholders' Equity	$	554,006,496		$	93,774
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Equity (Deficit)	$	553,619,803		$	93,774

~~_____________(1)~~The accompanying notes are an integral part of these condensed financial statements.

~~The accompanying notes are an integral part of these financial statements.~~2

In February 2021, the Company effected a dividend of 2,300,000 shares of Class B common stock, which resulted in an aggregate of 13,800,000 shares of Class B common stock outstanding. All share and associated amounts have been retroactively restated to reflect the share dividend (see Note 4).

SPARTAN ACQUISITION CORP. III

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

	For The Three Months Ended June 30, 2021			For The Six Months Ended June 30, 2021
	For The Three Months Ended September 30, 2021			For The Nine Months Ended September 30, 2021
General and administrative expenses	$	42,~~223~~393,~~215~~989		$	57,~~073~~467,~~446~~435
General and administrative expenses - related party		30,000			4676,429
Franchise tax expenses		49,~~315~~863			97147,~~584~~447
Loss from operations		(42,~~302~~473,~~530~~852	)		(57,~~217~~691,~~459~~311	)
Other income (expense)
Offering costs - derivative warrant liabilities		-			(1,068,440	)
Change in fair value of derivative warrant liabilities		42,~~577~~646,~~280~~000			24,~~114~~760,400
Interest earned on bank account		7445			~~187~~232
Interest income from investments held in Trust Account		20,296			35,937
Interest income from investments held in Trust account		7,104			43,041
Income before income tax		295,120			(4,135,375	)
Net income (loss)	$	179,297		$	(3,956,078	)
Income tax expense		-			-
Weighted average shares outstanding of Class A common stock		55,200,000			46,909,890
Net income (loss)	$	295,120		$	(4,135,375	)
Basic and diluted net income (loss) per share, Class A common stock	$	0.00		$	(0.07	)
Weighted average shares outstanding of Class A common stock		55,200,000			55,200,000
Basic and diluted weighted average shares outstanding of Class B common stock		13,800,000			13,529,670
Basic and diluted net income per share, Class A common stock	$	-		$	-
Basic and diluted net income (loss) per share, Class B common stock	$	0.00		$	(0.07	)
Basic and diluted weighted average shares outstanding of Class B common stock (1)		13,800,000			13,392,265
Basic and diluted net income (loss) per share, Class B common stock	$	0.02		$	(0.31	)

~~(1)~~The accompanying notes are an integral part of these condensed financial statements.

~~The accompanying notes are an integral part of these financial statements.~~3

SPARTAN ACQUISITION CORP. III

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

	Common Stock														Total
	Class A				Class B				Additional Paid-In			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity (Deficit)
Balance - December 31, 2020		-	$	-		13,800,000	$	1,380	$	23,620		$	(2,050	)	$	22,950
Accretion of Class A common stock to redemption amount		-		-		-		-		(23,620	)		(48,631,799	)		(48,655,419	)
Net loss		-		-		-		-		-			(4,430,495	)		(4,430,495	)
Balance - March 31, 2021 (unaudited)		-		-		13,800,000		1,380		-			(53,064,344	)		(53,062,964	)
Net income		-		-		-		-		-			295,120			295,120
Balance - June 30, 2021 (unaudited)		-		-		13,800,000		1,380	$	-			(52,769,224	)		(52,767,844	)
Net income		-		-		-		-		-			179,297			179,297
Balance - September 30, 2021 (unaudited)		-	$	-		13,800,000	$	1,380	$	-		$	(52,589,927	)	$	(52,588,547	)

The accompanying notes are an integral part of these condensed financial statements.

SPARTAN ACQUISITION CORP. III

UNAUDITED CONDENSED ~~STATEMENTS~~STATEMENT OF ~~CHANGES~~CASH ~~IN STOCKHOLDERS’ EQUITY~~FLOWS

FOR THE ~~THREE~~NINE ~~AND SIX~~ MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2021

	Common Stock																Total
Cash Flows from Operating Activities:
	Class A						Class B				Additional Paid-In			Accumulated			Stockholders'
Net loss	$	(3,956,078	)
	Shares			Amount			Shares		Amount		Capital			Deficit			Equity
Adjustments to reconcile net loss to net cash used in operating activities:
Balance - December 31, 2020		-		$	-			13,800,000	$	1,380	$	23,620		$	(2,050	)	$	22,950
General and administrative expenses paid by related party under note payable		26,801
Sale of units in initial public offering, less fair value of derivative warrant liabilities		55,200,000			5,520			-		-		533,364,480			-			533,370,000
Change in fair value of derivative warrant liabilities		(4,760,400	)
Offering costs		-			-			-		-		(30,025,419	)		-			(30,025,419	)
Offering costs - derivative warrant liabilities		1,068,440
Class A common stock subject to possible redemption		(49,393,703	)		(4,939	)		-		-		(493,932,091	)		-			(493,937,030	)
Interest income from investments held in Trust Account		(43,041	)
Net loss		-			-			-		-		-			(4,430,495	)		(4,430,495	)
Changes in operating assets and liabilities:
Balance - March 31, 2021 (unaudited)		5,806,297			581			13,800,000		1,380		9,430,590			(4,432,545	)		5,000,006
Prepaid expenses		(1,079,723	)
Class A common stock subject to possible redemption		(29,512	)		(3	)		-		-		(295,117	)		-			(295,120	)
Accounts payable		4,047
Net income		-			-			-		-		-			295,120			295,120
Accrued expenses		6,367,705
Balance - June 30, 2021 (unaudited)		5,776,785		$	578			13,800,000	$	1,380	$	9,135,473		$	(4,137,425	)	$	5,000,006
Franchise tax payable		147,447
Net cash used in operating activities		(2,224,802	)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(552,000,000	)
Net cash used in investing activities		(552,000,000	)
Cash Flows from Financing Activities:
Repayment of note payable to related party		(181,624	)
Proceeds received from initial public offering, gross		552,000,000
Proceeds received from private placement		14,040,000
Offering costs paid		(11,136,535	)
Net cash provided in financing activities		554,721,841
Net change in cash		497,039
Cash - beginning of the period		-
Cash - end of the period	$	497,039
Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	$	388,727
Offering costs funded with note payable	$	154,823
Deferred underwriting commissions in connection with the initial public offering	$	19,320,000

~~_____________(1)~~The Inaccompanying ~~February~~notes ~~2021,~~are ~~the Company effected a dividend of 2,300,000 shares of Class B common stock, which resulted in~~ an ~~aggregate~~integral ofpart ~~13,800,000 shares~~ of ~~Class~~these Bcondensed ~~common~~financial ~~stock outstanding~~statements. ~~All share and associated amounts have been retroactively restated to reflect the share dividend (see Note 4).~~

The accompanying notes are an integral part of these financial statements.

SPARTAN ACQUISITION CORP. III

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

Cash Flows from Operating Activities:
Net loss	$	(4,135,375	)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party under note payable		26,801
Change in fair value of derivative warrant liabilities		(2,114,400	)
Offering costs - derivative warrant liabilities		1,068,440
Interest income from investments held in Trust Account		(35,937	)
Changes in operating assets and liabilities:
Prepaid expenses		(1,290,784	)
Accounts payable		16,944
Accrued expenses		4,302,161
Franchise tax payable		97,584
Net cash used in operating activities		(2,064,566	)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(552,000,000	)
Net cash used in investing activities		(552,000,000	)
Cash Flows from Financing Activities:
Repayment of note payable to related party		(181,624	)
Proceeds received from initial public offering, gross		552,000,000
Proceeds received from private placement		14,040,000
Offering costs paid		(11,114,035	)
Net cash provided in financing activities		554,744,341
Net change in cash		679,775
Cash - beginning of the period		-
Cash - end of the period	$	679,775
Supplemental disclosure of noncash financing activities:
Offering costs included in accrued expenses	$	411,227
Offering costs funded with note payable	$	154,823
Deferred underwriting commissions in connection with the initial public offering	$	19,320,000
Initial value of Class A common stock subject to possible redemption	$	497,276,570
Change in value of Class A common stock subject to possible redemption	$	3,044,420

The accompanying notes are an integral part of these financial statements.

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 – Description of Organization and Business Operations

Spartan Acquisition Corp. III (the “Company”) was incorporated in Delaware on December 23, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As of ~~June~~September 30, 2021, the Company had not commenced any operations. All activity for the period from December 23, 2020 (inception) through ~~June~~September 30, 2021 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, subsequent to the Initial Public Offering, identifying a target company for an Initial Business Combination. The Company will not generate any operating revenues until after completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments held in trust from the net proceeds of its Initial Public Offering and Private Placement (described below).

The Company’s sponsor is Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 8, 2021. On February 11, 2021, the Company consummated its Initial Public Offering of 55,200,000 units (the “Units” and, with respect to the shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), included in the Units being offered, the “Public Shares”), including 7,200,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $552.0 million, and incurring offering costs of approximately $31.1 million, of which approximately $19.3 million was for deferred underwriting commissions (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 9,360,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $14.0 million (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $552.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”). The proceeds held in the Trust Account will be invested only in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations, as determined by the Company. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes (less up to $100,000 to pay dissolution expenses), none of the funds held in the Trust Account will be released until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of any Public Shares sold in the Initial Public Offering that have been properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of its obligation to redeem 100% of such Public Shares if it has not consummated an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or February 11, 2023 (or 27 months from the closing of the Initial Public Offering, or May 11, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 24 months from the closing of the Initial Public Offering) (the “Combination Period”); or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Public Offering (or 27 months from the closing of the Initial Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 24 months from the closing of the Initial Public Offering). The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s holders (the “Public Stockholders”) of the Public Shares.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating an Initial Business Combination. The Initial Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into the Initial Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect an Initial Business Combination.

The Company, after signing a definitive agreement for an Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes, or (ii) provide stockholders with the opportunity to sell their Public Shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their Public Shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by law or under the New York Stock Exchange (“NYSE”) rules. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination.

If the Company holds a stockholder vote or there is a tender offer for shares in connection with an Initial Business Combination, a Public Stockholder will have the right to redeem his, her or its Public Shares for an amount in cash equal to his, her or its pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest not previously released to the Company to pay its franchise and income taxes. As a result, such Public Shares are recorded at redemption amount and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”).

Pursuant to the Company’s amended and restated certificate of incorporation, if the Company is unable to complete the Initial Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor and the Company’s officers and directors have entered into a letter agreement, in connection with the Initial Public Offering, with the Company,

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if the Company fails to complete the Initial Business Combination.

Proposed Initial Business Combination

On July 28, 2021, the Company entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) with Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“NewCo”), 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”). 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 an Initial Business Combination between the Company and Allego.

Following the Closing, MergerSub, a wholly owned subsidiary of NewCo, will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of NewCo (the “Surviving Corporation,” and such merger, the “Spartan Merger”), through a reverse triangular merger. Immediately following the Spartan Merger, NewCo will be converted into a Dutch public limited liability company and its articles of association will be amended.

The boards of directors of each of the Company and Allego have unanimously approved the Transactions. The Transactions will require the approval of the stockholders of the Company, the effectiveness of a registration statement on Form F-4 to be filed with the U.S. Securities and Exchange Commission the (“SEC”) in connection with the Transaction (the “Business Combination Registration Statement”), satisfaction of the conditions stated in the definitive agreement and other customary closing conditions. The Transaction is expected to close in the fourth quarter of 2021.

Amendment to Letter Agreement

In connection with the execution of the Business Combination Agreement, on July 28, 2021, the Company, Sponsor and certain of Sponsor’s executive officers and directors (together with Sponsor, collectively, the “Insiders”) entered into an amendment (the “Letter Agreement Amendment”) to that certain Letter Agreement (the “Existing Letter Agreement”) dated as of February 8, 2021, by and among the Company, Sponsor and the Insiders party thereto, pursuant to which each Insider has agreed, effective as of the Closing and subject to certain exceptions, to modify the lock-up restrictions set forth in the Existing Letter Agreement such that such Insider will agree not to Transfer (as defined in the Letter Agreement Amendment) any NewCo ordinary shares issued to such Insider in respect of any shares of the Company’s shares of Class A common stock and Class B common stock (the “Company’s Common Stock”) that may be received by such Insider at the Closing upon conversion of the Company’s Founders Shares pursuant to the Business Combination Agreement until (i) six months after the Closing or (ii) earlier if (a) the last reported sale price of NewCo ordinary shares equals or exceeds $12.00 per share for any 20 trading days within a 30-day trading period commencing at least 120 days after the date upon which the Closing occurs (the “Closing Date”), (b) NewCo consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all NewCo’s stockholders having the right to exchange their shares of NewCo ordinary shares for cash, securities, or other property or (c) the board of directors of NewCo determines that the earlier termination of such restrictions is appropriate. Under the Letter Agreement Amendment, each Insider also agreed, effective as of the Closing and subject to certain exceptions, to modified transfer restrictions prohibiting the transfer of any Assumed Warrants, and any NewCo ordinary shares underlying any Assumed Warrants, until 30 days after the Closing Date.

Registration Rights Agreement

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

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, in such case of demand offerings by Madeleine Charging. In addition, under certain circumstances, Madeleine Charging may demand up to three (3) underwritten offerings. Additionally, in connection with the Closing, Spartan, Sponsor and certain other security holders named therein will terminate that certain Registration Rights Agreement, dated February 8, 2021, by and among Spartan, Sponsor and such other security holders.

Furthermore, pursuant to the Registration Rights Agreement, each of Madeleine Charging and E8 Investor will agree to the following lock-up restrictions:

(i)

Madeleine Charging will agree, subject to certain exceptions or with the consent of the board of directors of NewCo, not to Transfer (as defined in the Registration Rights Agreement) securities received by it pursuant to the Business Combination Agreement until the date that is 180 days after the Closing or earlier if, subsequent to the Closing, (A) the last sale price of the NewCo Ordinary Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 120 days after the Closing or (B) NewCo consummates a liquidation, merger, stock exchange or other similar transaction which results in all of NewCo’s stockholders having the right to exchange their NewCo Ordinary Shares for cash, securities or other property.

(ii)

E8 Investor will agree, subject to certain exceptions, not to Transfer (as defined in the Registration Rights Agreement) securities received by it in the E8 Part B Share Issuance until the date that is 18 months after the Closing or earlier if, subsequent to the Closing, NewCo consummates a liquidation, merger, stock exchange or other similar transaction which results in all of NewCo’s stockholders having the right to exchange their NewCo Ordinary Shares for cash, securities or other property.

Founders Stock Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Sponsor, Jan C. Wilson and John M. Stice (collectively, the “Founders”) have entered into a Founders Stock Agreement with Spartan, pursuant to which, among other things, (i) in order to effect the conversion at Closing of the Founders’ shares of Spartan Founders Stock into shares of the Company’s Class A Common Stock on a one-for-one basis in accordance with the Business Combination Agreement, each Founder has agreed to waive certain anti-dilution rights it may have with respect to its Spartan Founders Stock under the Spartan Charter, subject to and effectively immediately prior to the Closing, and (ii) each Founder has further agreed (a) to use its reasonable best efforts to consummate the Transactions (including by agreeing to vote all shares of the Company’s Common Stock in favor of the Initial Business Combination and to not redeem any shares of the Company’s Common Stock) and (b) not to transfer any shares of the Company’s Common Stock or Spartan Warrants until the earlier of the Closing and any termination of the Business Combination Agreement in accordance with its terms.

Refer to the Company’s Current Report on Form 8-K, filed with the SEC on July 28, 2021, for more information.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Liquidity and Going Concern

As of ~~June~~September 30, 2021, the Company had approximately $~~0.7 million~~ 497,000 in cash and working capital deficit of approximately $25.83 million.

The Company’s liquidity needs prior to the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover for certain offering costs on the Company’s behalf in exchange for issuance of Founder Shares (as defined in Note 4), and loan proceeds from the Sponsor of approximately $182,000 under the Note (as defined in Note 4). The Company repaid the Note in full on February 17, 2021. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity needs will be satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loans.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined these conditions raise substantial doubt about the Company’s ability to continue as a going concern through the Combination Period, which is the date the Company is required cease all operations except for the purpose of winding up if it has not completed a business combination. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.9

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 4). The Company repaid the Note in full on February 17, 2021. Subsequent from the consummation of the Initial Public Offering, the Company’s liquidity needs will be satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor may, but is not obligated to, provide the Company Working Capital Loans (see Note 4). To date, there were no amounts outstanding under any Working Capital Loans.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, an affiliate of the Sponsor, or its officers or directors. The Company’s officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined these conditions raise substantial doubt about the Company’s ability to continue as a going concern through the Combination Period, which is the date the Company is required to cease all operations except for the purpose of winding up if it has not completed a business combination. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K, for the period ended December 31, 2020, filed by the Company with the ~~U.S. Securities and Exchange Commission the (“~~SEC”) on March 30, 2021.

~~Emerging~~Revision ~~Growth~~to ~~Company~~Previously Reported Financial Statements

~~The~~In preparation of the Company’s isunaudited ancondensed ~~“emerging~~financial ~~growth~~statements ~~company~~as of and for quarterly period ended September 30,” as2021, ~~defined~~the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in ~~Section 2~~temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, “Distinguishing Liabilities from Equity” (aASC 480), paragraph 10-S99, redemption provisions not solely within the control of the ~~Securities~~Company ~~Act,~~require ascommon ~~modified~~stock bysubject ~~the~~to ~~JOBS~~redemption ~~Act,~~to ~~and~~be itclassified ~~may~~outside ~~take~~of ~~advantage~~permanent equity. The Company had previously classified a portion of ~~certain~~its ~~exemptions~~Class ~~from~~A ~~various~~common ~~reporting~~stock ~~requirements~~in ~~that~~permanent ~~are~~equity, ~~applicable~~or tototal ~~other~~stockholders’ ~~public~~equity. ~~companies~~Although ~~that~~the ~~are~~Company did not ~~emerging~~specify ~~growth~~a ~~companies~~maximum ~~including~~redemption threshold, ~~but~~its charter currently provides that, the Company will not ~~limited~~redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not ~~being~~change the nature of the underlying shares as redeemable and thus would be required to ~~comply~~be ~~with~~disclosed outside equity. As a result, the ~~auditor~~Company ~~attestation~~revised ~~requirements~~its ofpreviously ~~Section 404~~filed financial statements to classify all of its Class A common stock as temporary equity and to recognize accretion from the ~~Sarbanes-Oxley Act~~initial book value to redemption value at the time of ~~2002~~its (Initial Public Offering in accordance with ASC 480. The change in the ~~“Sarbanes-Oxley~~carrying ~~Act”),~~value ~~reduced~~of ~~disclosure~~the ~~obligations~~redeemable ~~regarding~~Class ~~executive~~A ~~compensation~~common stock at the Initial Public Offering resulted in ~~its periodic~~ ~~reports~~a ~~and~~decrease ~~proxy~~of approximately $7.2 million in additional paid-in

910

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~statements,~~capital and ~~exemptions~~a ~~from~~charge ~~the~~of ~~requirements~~approximately of$48.6 ~~holding~~million ato ~~nonbinding~~accumulated ~~advisory~~deficit, ~~vote~~as onwell ~~executive~~as ~~compensation~~a ~~and~~reclassification ~~stockholder~~of ~~approval~~10,840,000 shares of ~~any~~Class ~~golden~~A ~~parachute~~common ~~payments~~stock ~~not~~from ~~previously~~permanent ~~approved~~equity to temporary equity.

There is no impact to the reported amounts for total assets, total liabilities, cash flows, net income (loss), or the net income (loss) per share. In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

One of the more significant accounting estimates included in these condensed financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of ~~June~~September 30, 2021 and December 31, 2020.

Investments Held in Trust Account

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. 11

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 and investments held in Trust Account. As of June 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in income from investments held in Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000 and investments held in Trust Account. As of September 30, 2021 and December 31, 2020, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the condensed balance sheets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

●• Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

●• Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●• Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Offering Costs Associated with the Initial Public Offering

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A common stock issued were charged toagainst ~~stockholders’~~the ~~equity~~carrying value of the shares of Class A common stock upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities..

~~Derivative Warrant Liabilities~~12

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The initial fair value of the Public Warrants was estimated using a Black-Scholes option pricing model. The fair value of the Public Warrants as of June 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of June 30, 2021 is determined using Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative ~~warrant~~Warrant ~~liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.~~ Liabilities

The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The initial fair value of the Public Warrants was estimated using a Black-Scholes option pricing model. The fair value of the Public Warrants as of September 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of September 30, 2021 is determined using Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) is classified as a liability ~~instruments~~instrument and ~~are~~is measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock ~~feature~~features certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, ~~as of June 30~~55, ~~2021~~200, ~~49,423,215~~ 000 shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s unaudited condensed balance sheet. There were no shares of Class A common stock issued and outstanding atas of December 31, 2020.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements’ carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of ~~June~~September 30, 2021 and December 31, 2020, the Company had deferred tax assets of approximately $1.16 million and $431, respectively, with a full valuation allowance against them.

ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of ~~June~~September 30, 2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company’s currently taxable income primarily consists of interest and dividends earned and unrealized gains on investments held in the Trust Account. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 and December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~Net Income (Loss) Per Share of Common Stock~~13

The Company’s condensed statements of operations include a presentation of net income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~attributable~~amounts towere ~~Class~~accrued Afor ~~common~~the ~~stock,~~payment byof ~~the~~interest ~~weighted~~and ~~average~~penalties ~~number~~as of ~~Class~~September B30, ~~Common~~2021 ~~Stock~~and ~~outstanding~~December ~~for~~31, ~~the periods~~2020. ~~Class~~The BCompany ~~common~~is ~~stock~~currently ~~include~~not ~~the~~aware ~~Founder~~of ~~Shares~~any asissues ~~these~~under ~~common~~review ~~stocks~~that docould ~~not~~result ~~have~~in ~~any~~significant ~~redemption~~payments, ~~features~~accruals, ~~and~~or domaterial ~~not~~deviation ~~participate~~from inits ~~the~~position. The Company is subject to income ~~earned~~tax onexaminations ~~the~~by ~~Trust~~major ~~Account~~taxing authorities since inception.

~~The~~Net ~~calculation~~Income ~~of diluted net income~~ (~~loss~~Loss) ~~per~~Per ~~common~~Share ~~stock does not consider the effect~~ of ~~the~~Common warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of the over-allotment option and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the periods and therefore the inclusion of such warrants would be anti-dilutive.Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering and the private placement warrants to purchase an aggregate of 23,160,000 shares of Class A common stock in the calculation of diluted income (loss) per share, because they are contingently exercisable, and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of common stock:

The following table reflects the calculation of basic and diluted net income (loss) per share of common stock:

	For The Three Months Ended June 30, 2021			For The Six Months Ended June 30, 2021
		For the Three Months Ended September 30, 2021					For the Nine Months Ended September 30, 2021
Class A common stock
		Class A			Class B		Class A			Class B
Numerator: Income allocable to Class A common stock
Basic and diluted net income (loss) per common stock
Income from investments held in Trust Account	$	20,316		$	35,957
Numerator:
Less: Company's portion available to be withdrawn to pay taxes		(20,316	)		(35,957	)
Allocation of net income (loss)		$	143,438		$	35,859	$	(3,070,492	)	$	(885,586	)
Net income attributable to Class A common stock	$	-		$	-
Denominator:
Denominator: Weighted average Class A common stock
Basic and diluted weighted average common stock outstanding			55,200,000			13,800,000		46,909,890			13,529,670
Basic and diluted weighted average shares outstanding, Class A common stock		55,200,000			55,200,000
Basic and diluted net income (loss) per common stock		$	0.00		$	0.00	$	(0.07	)	$	(0.07	)
Basic and diluted net income per share, Class A common stock	$	0.00		$	0.00
Class B common stock
Numerator: Net income (loss) minus net income allocable to Class A common stock
Net income (loss)	$	295,120		$	(4,135,375	)
Less: Net income allocable to Class A common stock	-			-
Net income (loss) attributable to Class B common stock	$	295,120		$	(4,135,375	)
Denominator: Weighted average Class B common stock
Basic and diluted weighted average shares outstanding, Class B common stock		13,800,000			13,392,265
Basic and diluted net income (loss) per share, Class B common stock	$	0.02		$	(0.31	)

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021 using a modified retrospective method of transition. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. 14

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 3 – Initial Public Offering

On February 11, 2021, the Company consummated its Initial Public Offering of 55,200,000 Units, including 7,200,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $552.0 million, and incurring offering costs of approximately $31.1 million, of which approximately $19.3 million was for deferred underwriting commissions.

Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one-fourth of one Public Warrant.

Note 4 – Related Party Transactions

Founder Shares

On December 23, 2020, 11,500,000 shares of the Company’s Class B common stock (the “Founder Shares”) were issued to the Sponsor in exchange for the payment of $25,000 of offering costs on behalf of the Company, or approximately $0.002 per share. In February 2021, the Sponsor forfeited 100,000 Founder Shares back to the Company and the Company issued an aggregate of 100,000 Founder Shares, in an amount totaling 50,000, to each of the Company’s independent directors. In February 2021, the Company effected a dividend of 2,300,000 of the Company’s Founder Shares, which resulted in an aggregate of 13,800,000 Founder Shares outstanding. Up to 1,800,000 Founder Shares were subject to forfeiture to the extent that the over-allotment option was not exercised by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised the over-allotment option in full on February 11, 2021; thus, these 1,800,000 Founder Shares were no longer subject to forfeiture.

The holders of the Founders Shares agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the Initial Business Combination or (B) subsequent to the Initial Business Combination, (x) if the reported last sale price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 9,360,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $14.0 million.

Each whole Private Placement Warrant is exercisable for one whole share of the Company’s Class A common stock at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Initial Business Combination is not completed within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the Initial Business Combination.

~~Related Party Loans~~15

On December 23, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to an unsecured promissory note (the “Note”). This Note was non-interest bearing and payable upon the closing date of the Initial Public Offering. The Company had borrowed approximately $182,000 under the Note. On February 17, 2021, the Company repaid the Note in full.

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

InRelated ~~addition,~~Party in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

In addition, in order to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes an Initial Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of an Initial Business Combination or, at the lenders’ discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Initial Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, the Company had no borrowings under the Working Capital Loans.

Administrative Services Agreement

Commencing on the date the Units were first listed on the NYSE, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and ~~six~~nine months ended ~~June~~September 30, 2021, the Company incurred expenses of $30,000 and approximately $4676,000 under the administrative services agreement, respectively. As of ~~June~~September 30, 2021 and December 31, 2020, the Company had no balance outstanding for services in connection with such agreement on the accompanying condensed balance sheets.

Note 5 – Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital Loans (and any shares of Class A common stock issuable upon the exercise of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) were entitled to registration rights pursuant to a registration rights agreement signed in connection with the consummation Initial Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of an Initial Business Combination. The registration rights agreement will not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 7,200,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on February 11, 2021.

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately $11.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or approximately $19.3 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the ~~Company completes an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering.~~

1516

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Risks~~Company ~~and~~completes ~~Uncertainties~~an Initial Business Combination, subject to the terms of the underwriting agreement for the Initial Public Offering.

~~Management~~Note ~~continues~~6 to– ~~evaluate~~Class ~~the~~A ~~impact~~Common ~~of the COVID-19 pandemic on~~Stock ~~the~~Subject ~~industry~~to ~~and~~Possible has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.Redemption

~~Note~~The 6Company’s –Class ~~Stockholders~~A common stock features certain redemption rights that are considered to be outside of the Company’s ~~Equity~~control and subject to the occurrence of future events. The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of September 30, 2021, there were 55,200,000 shares of Class A common stock issued and outstanding, all of which were subject to redemption. As of December 31, 2020, there were no shares of Class A common stock issued or outstanding.

~~Preferred Stock —~~ The ~~Company~~Class isA ~~authorized~~common ~~to issue 1,000,000 shares of preferred~~ stock, ~~with~~reflected aon ~~par~~the ~~value~~unaudited ofcondensed ~~$0.0001~~balance ~~per~~sheet ~~share,~~is ~~with~~reconciled ~~such~~on ~~designations, voting and other rights and preferences as may be determined from time to time by~~ the ~~Company’s~~following ~~board of directors. As of June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.~~table:

Class A Common Stock — The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of June 30, 2021, there were 5,776,785 shares of Class A common stock issued or outstanding, excluding 49,423,215 shares subject to possible redemption. As of December 31, 2020, there were no shares of Class A common stock issued and outstanding.

Gross Proceeds	$	552,000,000
Less:
Fair value of Public Warrants at issuance		(18,630,000	)
Offering costs allocated to Class A common stock subject to possible redemption		(30,025,419	)
Plus:
Accretion on Class A common stock subject to possible redemption amount		48,655,419
Class A common stock subject to possible redemption	$	552,000,000

~~Class B~~Note ~~Common~~7 ~~Stock —~~– ~~The~~Stockholders’ ~~Company~~Equity is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of June 30, 2021 and December 31, 2020, there were 13,800,000 shares of Class B common stock issued and outstanding, which such amount having been retroactively restated to reflect the stock dividend in February 2021 as discussed in Note 4. (Deficit)

Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock, with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2021, there were 55,200,000 shares of Class A common stock issued and outstanding, all of which were subject to possible redemption and therefore classified as temporary equity on the accompanying condensed balance sheets (see Note 6).. As of December 31, 2020, there were no shares of Class A common stock issued or outstanding.

Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. As of September 30, 2021 and December 31, 2020, there were 13,800,000 shares of Class B common stock issued and outstanding, which such amount having been retroactively restated to reflect the stock dividend in February 2021 as discussed in Note 4.

Holders of Class A common stock and Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have one vote on all such matters.

The Class B common stock will automatically convert into Class A common stock at the time of the Initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the Initial Business ~~Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Initial Business Combination).~~

~~Note 7 – Derivative Warrant Liabilities~~ 17

As of June 30, 2021, there were 13,800,000 and 9,360,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, ~~the~~(excluding ~~Company~~any ~~will use its best efforts to file with the SEC and have an effective registration statement covering the~~ shares ~~of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire~~ or ~~are redeemed. Notwithstanding the above, if the Company’s shares of Class~~equity-linked ~~A common stock are at the time of any exercise of a warrant not listed on a national~~ securities ~~exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act~~issued, ~~the~~or ~~Company may, at its option, require holders of Public Warrants who exercise their warrants~~ to dobe ~~so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and~~issued, ~~in the event the Company so elect, it will not be required~~ to ~~file~~any orseller ~~maintain~~ in ~~effect a registration statement, and in~~ the ~~event~~Initial ~~the~~Business ~~Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available~~Combination).

Note 8 – Derivative Warrant Liabilities

As of September 30, 2021, there were 13,800,000 and 9,360,000 Public Warrants and Private Placement Warrants, respectively, outstanding.

Public Warrants may only be exercised for a whole number of shares of Class A common stock. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. The warrants will become exercisable on the later of (a) 30 days after the completion of an Initial Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the Initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain limited exceptions, and they will not be redeemable by the Company, subject to certain limited exceptions, so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, has the option to exercise the Private Placement Warrants for cash or on a cashless basis. Except as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including as to exercise price, exercisability and exercise period. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

•

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become redeemable by the Company, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.18

The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

•

in whole and not in part;

•

at a price of $0.10 per warrant, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares of Class A common stock determined in part by the redemption date and the “fair market value” of the Class A common stock except as otherwise described below;

•

upon a minimum of 30 days’ prior written notice to each warrant holder; and

•

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders.

The “fair market value” of the Class A common stock shall mean the average reported last sale price of the Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. The Company will provide the warrant holders with the final fair market value no later than one business day after the ten-trading day period described above ends. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per whole warrant (subject to adjustment). This redemption feature differs from the typical warrant redemption features used in some other blank check offerings.

No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder.

If the Company is unable to complete an Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

~~Note 8 – Fair Value Measurements~~19

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2021 by level within the fair value hierarchy:

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - money market funds	$	552,035,937	$	-	$	-
Liabilities:
Derivative public warrant liabilities	$	16,422,000	$	-	$	-
Derivative private warrant liabilities	$	-	$	-	$	14,133,600
Total Fair Value	$	568,457,937	$	-	$	14,133,600

As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis.

SPARTAN ACQUISITION CORP. III

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

~~Transfers~~Note ~~to/from~~9 ~~Levels~~– 1,Fair 2Value and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in April 2021, when the Public Warrants were separately listed and traded. There were no other transfers to/from Levels 1, 2, and 3 during the three and six months ended June 30, 2021.Measurements

The following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2021 by level within the fair value hierarchy:

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - money market funds	$	552,043,041	$	-	$	-
Liabilities:
Derivative public warrant liabilities	$	15,180,000	$	-	$	-
Derivative private warrant liabilities	$	-	$	-	$	12,729,600
Total Fair Value	$	567,223,041	$	-	$	12,729,600

As of December 31, 2020, there were no assets or liabilities that are measured at fair value on a recurring basis.

Transfers to/from Levels 1, 2 and 3 are recognized at the beginning of the reporting period. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in April 2021, when the Public Warrants were separately listed and traded. There were no other transfers to/from Levels 1, 2, and 3 during the three and nine months ended September 30, 2021.

Level 1 assets include investments in money market funds that invest solely in U.S. Treasury securities. The Company uses inputs such as actual trade data, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments.

For periods where no observable traded price is available, the fair value of the Public Warrants and the Private Placement Warrants have been estimated using a Black-Scholes option pricing model. For periods subsequent to the detachment of the Public Warrants from the Units, the fair value of the Public Warrants is based on the observable listed price for such warrants. The estimated fair value of the Public Warrants, prior to the Public Warrants being traded in an active market, and of the Private Placement Warrants, is determined using Level 3 inputs. Inherent in a Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The following table provides quantitative information regarding Level 3 fair value measurements inputs at their measurement dates:

Initial Fair Value

As of March 31, 2021

As of June 30, 2021

As of September 30, 2021

Volatility

3020.0%

~~27.5%~~

~~22.5%~~

Stock price

$9.5588

~~$9.60~~

~~$9.78~~

Expected life of the options to convert

Expected life of the warrants

Risk-free rate

0.6598%

~~1.16%~~

~~0.87%~~

Dividend yield

0.0%

~~0.0%~~

The change in the fair value of the derivative warrant liabilities, measured using Level 3 inputs, for the three and ~~six~~nine months ended ~~June~~September 30, 2021 is summarized as follows:

Derivative warrant liabilities at January 1, 2021	$	-
Issuance of Public and Private Warrants		32,670,000
Change in fair value of derivative warrant liabilities		2,462,880
Derivative warrant liabilities at March 31, 2021		35,132,880
Transfer of Public Warrants to Level 1		(20,175,600	)
Change in fair value of derivative warrant liabilities		(823,680	)
Derivative warrant liabilities at June 30, 2021	$	14,133,600

~~Note~~SPARTAN 9ACQUISITION –CORP. ~~Subsequent Events~~III

~~The~~NOTES ~~Company~~TO ~~evaluated~~UNAUDITED ~~subsequent~~CONDENSED ~~events~~FINANCIAL and transactions that occurred up to the date the unaudited condensed financial statements were available to be issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.STATEMENTS

Derivative warrant liabilities at January 1, 2021	$	-
Issuance of Public and Private Warrants		32,670,000
Change in fair value of derivative warrant liabilities		2,462,880
Derivative warrant liabilities at March 31, 2021		35,132,880
Transfer of Public Warrants to Level 1		(20,175,600	)
Change in fair value of derivative warrant liabilities		(823,680	)
Derivative warrant liabilities at June 30, 2021		14,133,600
Change in fair value of derivative warrant liabilities		(1,404,000	)
Derivative warrant liabilities at September 30, 2021	$	12,729,600

Note 10 – Subsequent Events

The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to the “Company,” “our,” “us” or “we” refer to Spartan Acquisition Corp. III. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Quarterly Report on Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other U.S. Securities and Exchange Commission (“SEC”) filings.

Overview

We are a blank check company incorporated in Delaware on December 23, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”). Our sponsor is Spartan Acquisition Sponsor III LLC (“Sponsor”).

The registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on February 8, 2021. On February 11, 2021, we consummated the Initial Public Offering of 55,200,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 7,200,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $552.0 million, and incurring offering costs of approximately $31.1 million, of which approximately $19.3 million was for deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 9,360,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to our Sponsor, generating proceeds of approximately $14.0 million.

Upon the closing of the Initial Public Offering and the Private Placement, $552.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”). The proceeds held in the Trust Account were invested only in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations, as determined by us. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Initial Business Combination or (ii) the distribution of the Trust Account proceeds as described below. The remaining proceeds outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

If we are unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering, or February 11, 2023 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully

2022

available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our Sponsor and our officers and directors will enter into a letter agreement, signed upon the effective date of the Initial Public Offering, with us, pursuant to which they agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares (as defined below) held by them if we fail to complete the Initial Business Combination within the Combination Period. However, if our Sponsor or any of our directors, officers or affiliates acquires shares of Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such shares if we fail to complete the Initial Business Combination within the prescribed time period.

~~Recent~~Proposed ~~DevelopmentsProposed~~Initial Business Combination

On July 28, 2021, the Company entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”), bywith ~~and among the Company,~~ Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (“NewCo”), 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”). Subject to the satisfaction or waiver of the conditions to closing (the “Closing”) of the transactions contemplated by the Business Combination Agreement (the “Transactions”), ~~as described in~~ the ~~Current Report on Form 8-K, filed with the SEC on July 28, 2021, the~~ Transactions will effect an Initial Business Combination between the Company and Allego. ~~The Agreement and the Transactions contemplated thereby were unanimously approved by the boards of directors of each of the Company and Allego.~~

Amendment to Letter Agreement

appropriate. Under the Letter Agreement Amendment, each Insider also agreed, effective as of the Closing and subject to certain exceptions, to modified transfer restrictions prohibiting the transfer of any Assumed Warrants, and any NewCo ordinary shares underlying any Assumed Warrants, until 30 days after the Closing Date.

Registration Rights Agreement

In connection with the Closing, NewCo, Sponsor, Madeleine Charging, E8 Investor and certain other holders of NewCo Ordinary Shares (collectively, the “Reg Rights Holders”) will enter into a Registration Rights Agreement attached as an exhibit to the Business Combination Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, among other things, NewCo will agree that, within fifteen (15) business days following the Closing, NewCo 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, in such case of demand offerings by Madeleine Charging. In addition, under certain circumstances, Madeleine Charging may demand up to three (3) underwritten offerings. Additionally, in connection with the Closing, Spartan, Sponsor and certain other security holders named therein will terminate that certain Registration Rights Agreement, dated February 8, 2021, by and among Spartan, Sponsor and such other security holders.

Furthermore, pursuant to the Registration Rights Agreement, each of Madeleine Charging and E8 Investor will agree to the following lock-up restrictions:

(i)

(ii)

Founders Stock Agreement

Results of Operations

Our entire activity from inception through ~~June~~September 30, 2021, was in preparation for our formation and the Initial Public Offering, and since our Initial Public Offering, our activity has been limited to the search for a prospective Initial Business Combination. We will not generate any operating revenues until the closing and completion of our Initial Business Combination. We generate non-operating income primarily in the form of investment income from our investments held in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2021, we had an income of approximately $0.3 million, which consisted of approximately $4.6 million of non-operating gain resulting from the change in fair value of derivative warrant liabilities and approximately $20,000 of income from investments held in Trust Account, offset by approximately $4.3 million of general and administrative expenses and approximately $49,000 of franchise tax expense.24

~~For~~our ~~the~~investments ~~six~~held ~~months~~in ~~ended~~the ~~June~~Trust ~~30,~~Account. ~~2021,~~We weexpect ~~had~~to aincur ~~loss~~increased ofexpenses ~~approximately~~as ~~$4.1~~a ~~million,~~result ~~which consisted~~ of ~~approximately~~being ~~$1.1~~a ~~million~~public ofcompany ~~offering~~(for ~~costs – derivative warrant liabilities~~legal, ~~approximately~~financial ~~$5.1 million of general and administrative expenses~~reporting, ~~approximately~~accounting ~~$0.1 million of franchise tax expense offset by, approximately $2.1 million of non-operating gain resulting from the change in fair value of derivative warrant liabilities~~ and ~~approximately~~auditing ~~$36~~compliance),~~000~~ ofas ~~income~~well ~~from~~as ~~investments~~for ~~held~~due indiligence ~~Trust Account~~expenses.

For the three months ended September 30, 2021, we had net income of approximately $179,000, which consisted of approximately $2.6 million of non-operating gain resulting from the change in fair value of derivative warrant liabilities and approximately $7,000 of income from investments held in Trust Account, offset by approximately $2.4 million of general and administrative expenses, $30,000 of general and administrative expenses – related party, and approximately $50,000 of franchise tax expense.

For the nine months ended September 30, 2021, we had a net loss of approximately $4.0 million, which consisted of approximately $1.1 million of offering costs – derivative warrant liabilities, approximately $7.5 million of general and administrative expenses, approximately $76,000 of general and administrative expenses – related party, and approximately $0.1 million of franchise tax expense, offset by approximately $4.8 million of non-operating gain resulting from the change in fair value of derivative warrant liabilities and approximately $43,000 of income from investments held in Trust Account.

Liquidity and Going Concern

21As of September 30, 2021, we had approximately $497,000 in cash and working capital deficit of approximately $5.3 million.

As of June 30, 2021, we had approximately $0.7 million in cash and working capital deficit of approximately $2.8 million.

Our liquidity needs prior to the Initial Public Offering were satisfied through the payment of $25,000 from our Sponsor to cover for certain offering costs on our behalf in exchange for issuance of our shares of Class B common stock (the “Founder Shares”), and loan proceeds from our Sponsor of approximately $182,000 under an unsecured promissory note (the “Note”). We repaid the Note in full on February 17, 2021. Subsequent from the consummation of the Initial Public Offering, our liquidity needs will be satisfied with the proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with an Initial Business Combination, our Sponsor may, but is not obligated to, provide us Working Capital Loans (see Note 4 to the accompanying financial statements). To date, there were no amounts outstanding under any Working Capital Loans.

We will need to raise additional capital through loans or additional investments from our Sponsor, an affiliate of our Sponsor, or our officers or directors. Our officers, directors and Sponsor, or their affiliates, may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In connection with our assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined these conditions raise substantial doubt about our ability to continue as a going concern through the Combination Period, which is the date we are required to cease all operations except for the purpose of winding up if we have not completed a business combination. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

Critical Accounting Policies

This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~Investments Held in the Trust Account~~25

~~Our portfolio~~ of ~~investments~~contingent isassets ~~comprised~~and ofliabilities ~~U.S. government securities, within the meaning set forth~~ in ~~Section~~our ~~2(a)(16)~~unaudited ofcondensed ~~the~~financial ~~Investment~~statements. ~~Company~~On ~~Act,~~an ~~with~~ongoing ~~a maturity of 185 days or less~~basis, orwe ~~investments~~evaluate inour ~~money~~estimates ~~market funds that invest in U.S. government securities~~ and ~~generally~~judgments, ~~have~~including athose ~~readily~~related ~~determinable~~to fair value, orof afinancial ~~combination~~instruments ~~thereof.~~and ~~When~~accrued ~~our~~expenses. ~~investments~~We ~~held~~base inour ~~the~~estimates ~~Trust~~on ~~Account~~historical ~~are~~experience, ~~comprised~~known oftrends ~~U.S.~~and ~~government~~events ~~securities,~~and ~~the~~various ~~investments~~other ~~are~~factors ~~classified~~that aswe ~~trading~~believe ~~securities.~~to ~~When~~be ~~our~~reasonable ~~investments~~under ~~held in~~ the ~~Trust Account are comprised of money market funds~~circumstances, the ~~investments~~results ~~are~~of ~~recognized~~which atform ~~fair value. Trading securities and investments in money market funds are presented on~~ the ~~condensed~~basis ~~balance~~for ~~sheets~~making atjudgments ~~fair~~about ~~value at~~ the ~~end~~carrying values of ~~each~~assets ~~reporting period. Gains~~ and ~~losses~~liabilities ~~resulting~~that ~~from~~are ~~the~~not ~~change~~readily inapparent ~~fair~~from ~~value~~other ofsources. ~~these~~Actual ~~securities~~results ismay ~~included~~differ ~~in income~~ from ~~investments~~these ~~held~~estimates inunder ~~Trust~~different ~~Account~~assumptions inor ~~the~~conditions.

accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the FASB Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised. The initial fair value of the Public Warrants was estimated using a Black-Scholes option pricing model. The fair value of the Public Warrants as of ~~June~~September 30, 2021 is based on observable listed prices for such warrants. The fair value of the Private Placement Warrants as of ~~June~~September 30, 2021 is determined using Black-Scholes option pricing model. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) is classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, ~~as of June 30~~55, ~~2021~~200,000 ~~49,423,215~~ shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ equity section of our unaudited condensed balance sheet. There were no shares of Class A common stock issued and outstanding atas of December 31, 2020.

~~Net~~Immediately ~~Income~~upon ~~(Loss)~~the ~~Per~~closing ~~Share~~of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount value. The change in the carrying value of ~~Common~~redeemable ~~Stock~~Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

Our condensed statements of operations include a presentation of net income (loss) per share for common stock subject to possible redemption in a manner similar to the two-class method of net income (loss) per common stock. Net income (loss) per common stock, basic and diluted, for Class A common stock is calculated by dividing the interest income earned on the Trust Account, less interest available to be withdrawn for the payment of taxes, by the weighted average number of Class A common stock outstanding for the periods. Net income (loss) per common stock, basic and diluted, for Class B common stock is calculated by dividing the net income (loss), adjusted for income attributable to Class A common stock, by the weighted average number of Class B Common Stock outstanding for the periods. Class B common stock include the Founder Shares as these common stocks do not have any redemption features and do not participate in the income earned on the Trust Account.

The calculation of diluted net income (loss) per common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) exercise of the over-allotment option and (iii) Private Placement since the exercise price of the warrants is in excess of the average common stock price for the periods and therefore the inclusion of such warrants would be anti-dilutive.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Off-Balance Sheet Arrangements

As of ~~June~~September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (United States) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the fiscal quarter ended ~~June~~September 30, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that ~~because of a material weakness in~~ our internal control over financial reporting related to the reclassification of our warrants and other accounting matters described in in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, as filed with the SEC on June 3, 2021, our disclosure controls and procedures were ~~not~~ effective as of ~~June~~September 30, 2021. InWhile ~~light~~we ofhave ~~this~~processes ~~material~~to ~~weakness,~~identify weand ~~performed~~appropriately ~~additional~~apply ~~analysis~~applicable asaccounting ~~deemed~~requirements, ~~necessary~~we tohave ~~ensure~~enhanced ~~that~~ our ~~unaudited~~system ~~interim~~of ~~financial~~evaluating ~~statements~~and ~~were~~implementing ~~prepared~~the ~~in accordance with U.S. generally accepted~~ accounting ~~principles.~~standards ~~Accordingly, management believes~~ that ~~the~~apply ~~unaudited~~to ~~condensed~~our financial statements, ~~included~~including inthrough ~~this~~enhanced ~~Quarterly~~analyses ~~Report~~by ~~on Form 10-Q present fairly in all material respects~~ our ~~financial~~personnel ~~position,~~and ~~results~~third-party ofprofessionals ~~operations~~with ~~and~~whom ~~cash~~we ~~flows~~consult ~~for~~regarding ~~the~~complex ~~period~~accounting ~~presented~~applications.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Other than asthe ~~described~~remediation ~~herein~~of our previously reported material weakness related to the misapplication of accounting for the Company’s warrants as liabilities, there ~~was~~were no ~~change~~other changes in our internal control over financial reporting that occurred during the ~~fiscal~~three ~~quarter~~months ended ~~June~~September 30, 2021, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management has implemented remediation steps to address the material weakness and to improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals. As of June 30, 2021, this has not been fully remediated.

2527

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Item 1A.

Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risks discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2020, as filed with the SEC on March 30, 2021 and Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, as filed with the SEC on June 3, 2021. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales

In December 2020, 11,500,000 Founder Shares were issued to the Sponsor in exchange for the payment of $25,000 of expenses on behalf of the Company, or approximately $0.002 per share. In February 2021, our Sponsor forfeited 100,000 Founder Shares back to the Company and the Company issued an aggregate of 100,000 Founder Shares for $0.002 per share, in an amount totaling 50,000 to each of our independent directors. Additionally, in February 2021, the Company effected a dividend of 2,300,000 Founder Shares, resulting in an aggregate of 13,800,000 shares of Class B common stock outstanding. The Founder Shares were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Simultaneously with the consummation of our Initial Public Offering, our Sponsor purchased from the Company an aggregate of 9,360,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant (for a purchase price of approximately $14,040,000). Each Private Placement Warrant entitles the holder thereof to purchase one share of our Class A common stock at an exercise price of $11.50 per share. The sale of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds

On February 11, 2021, we consummated the Initial Public Offering of 55,200,000 units, including 7,200,000 Units that were issued pursuant to the underwriters’ full exercise of their over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $552,000,000.

On February 11, 2021, simultaneously with the consummation of the Initial Public Offering, we completed the private sale of 9,360,000 Private Placement Warrants at a purchase price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds to us of approximately $14,040,000.

Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Cowen and Company, LLC acted as book-running managers and representatives of the several underwriters for the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities Act on registration statements on Form S-1 (File No. 333-252162 and 333-252866) (the “Registration Statement”). The SEC declared the Registration Statement effective on February 8, 2021.

From December 23, 2020 (date of inception) through February 11, 2021 (the closing of our Initial Public Offering), we incurred approximately $31.1 million for costs and expenses related to the Initial Public Offering. In connection with the closing of the Initial Public Offering, we paid a total of $11,040,000 in underwriting discounts and commissions. In addition, the underwriters agreed to defer $19,320,000 in underwriting discounts and commissions, which amount will be payable upon consummation of the Initial Business Combination. Prior to the closing of the Initial Public Offering, an affiliate of the Sponsor advanced us $19,320,000 to be used for a portion of the expenses of the Initial Public Offering. A total of $182,000 was repaid upon completion of the Initial Public

2628

Offering out of the $2,000,000 Initial Public Offering proceeds that were allocated for the payment of offering expenses other than underwriting discounts and commissions. There has been no material change in the planned use of proceeds from the Initial Public Offering as described in our final prospectus filed with the SEC on February 10, 2021.

After deducting the underwriting discounts and commissions (excluding the deferred portion of $ 9,320,000, which amount will be payable upon consummation of our Initial Business Combination) and offering expenses, the total net proceeds from our Initial Public Offering and the sale of the Private Placement Warrants were $552,000,000, of which $552,000,000 (or $10.00 per share sold in the Initial Public Offering) was placed in the Trust Account.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

2729

Item 6.

Exhibits

Exhibit Number		Description
2.1#		Business Combination Agreement, dated as of July 28, 2021, by and among Spartan Acquisition Corp. III, Athena Pubco, B.V., Athena Merger Sub, Inc., Madeline Charging B.V., Allege Holding B.V., and, solely with respect to the sections specified therein, E8 Partenaires (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-40022) filed with the SEC on July 28, 2021).
3.1		Certificate of Incorporation of Spartan Acquisition Corp. III (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-252162) filed with the SEC on January 15, 2021).
3.2		Amended and Restated Certificate of Incorporation of Spartan Acquisition Corp. III (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-40022) filed with the SEC on February 12, 2021).
3.3		Bylaws of Spartan Acquisition Corp. III (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-252162) filed with the SEC on January 15, 2021).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-252162) filed with the SEC on January 15, 2021).
4.2		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-252162) filed with the SEC on January 15, 2021).
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-252162) filed with the SEC on January 15, 2021).
4.4		Warrant Agreement, dated February 8, 2021, by and between Spartan Acquisition Corp. III and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-40022) filed with the SEC on February 12, 2021).
10.1		~~Insider~~Amendment ~~Letter~~Agreement ~~Acknowledgement~~No. ~~and~~1 to Letter Agreement, dated ~~May~~as 3of July 28, 2021, ~~between~~by and among Spartan Acquisition Corp. III, Spartan Acquisition Sponsor III LLC, and ~~Matthew~~each J.of ~~Smith~~the undersigned individuals therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40022) filed with the SEC on ~~May~~July 728, 2021).
10.2		~~Indemnification~~Founders Stock Agreement, dated ~~May~~as 3of July 28, 2021, by and ~~between~~among Spartan Acquisition Corp. III, Spartan Acquisition Sponsor III LLC, Jan C. Wilson and ~~Matthew~~John JM. ~~Smith~~Stice (incorporated by reference to ~~Exhibit 10.2 to~~ the Company’s Current Report on Form 8-K (File No. 001-40022) filed with the SEC on ~~May~~July 728, 2021).
10.3		Form of Subscription Agreement (incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K (File No. 001-40022) filed with the SEC on July 28, 2021).
31.1*		Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1**		Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2**		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

~~_______________________~~# All schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

*	Filed herewith.

**	Furnished herewith.

2830

SIGNATURE

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 thereunto duly authorized.

	SPARTAN ACQUISITION CORP. III
Date: August 3, 2021	By:	/s/ Geoffrey Strong
Date: November 10, 2021	By:	/s/ Geoffrey Strong
	Name:	Geoffrey Strong
	Title:	Chief Executive Officer
		(Principal Executive Officer)

2931

Filing Compare · Spartan Acquisition Corp. III