Allego Holding B.V. executed a term sheet to acquire SPARTAN Acquisition CORP. III (NYSE:SPAQ) from Spartan Acquisition Sponsor III LLC, Citadel Advisors LLC and others in a reverse merger transaction for $2.4 billion on March 22, 2021. Allego Holding B.V. entered into an agreement to acquire SPARTAN Acquisition CORP. III (NYSE:SPAQ) from Spartan Acquisition Sponsor III LLC, Citadel Advisors LLC and others in a reverse merger transaction for $2.4 billion on July 28, 2021. Upon completion of the proposed transaction, the combined company will operate under the Allego Holding B.V. name and ordinary shares and warrants will be listed on the New York Stock Exchange under the ticker symbol “ALLG” and “ALLG.WS,” respectively. Ordinary shares and warrants are expected to commence trading on the New York Stock Exchange on March 17, 2022. Meridiam, the existing shareholder of Allego, will roll 100% of its equity and, together with management and former advisors, will retain 75% of the combined entity. Spartan stockholders will own 18% of the resulting issuer, PIPE investors will own 3% and Spartan Acquisition Sponsor ill own 4% of the resulting issuer. Meridiam will continue to be a long-term strategic partner to the combined company. Additionally, the European Investment Bank will maintain its role as capital provider to Allego. The deal with Spartan Acquisition Corp III will generate proceeds of $702 million, with $150 million coming from a private investment in public equity (PIPE) transaction. Jane F. Garvey will assume the role of Chairwoman of the Board of Directors of Allego N.V., the combined company, upon the closing of the business combination. Current Chairman of Allego Julien Touati of Meridiam will serve as the Board's Vice-Chair. On February 1, 2022, Allego Holding B.V. announced it had hired Manish A. Somaiya as Group Head of Investor Relations and Capital Markets, effective January 10, 2022. The following will be appointed to the Board of Directors of the company effective as of closing: Mathieu Bonnet (Chief Executive Officer), Ton Louwers (Chief Operating Officer and Chief Financial Officer), Alexis Galley (Chief Technical Officer), Julien Touati, Sandra Lagumina, Julia Prescot, Jane Garvey, Christian Vollman, Thomas Maier, Patrick Sullivan and Ronald Stroman.

The transaction is subject to, among other things, the approval by Spartan stockholders; resulting issuer shares shall have been approved for listing on the NYSE or another national securities exchange mutually agreed to by the parties; any applicable information, consultation or approval procedure under the Dutch Works Councils Act to consummate the Transactions shall have been completed in accordance with the Dutch Works Councils Act; the net tangible assets held by Spartan in the aggregate being equal to at least $5,000,001; the Registration Statement having been declared effective by the SEC under the Securities Act, execution of the Registration Rights Agreement and other customary closing conditions. The Boards of Directors of both Allego and Spartan have unanimously approved the transaction. On February 10, 2022, the U.S. Securities and Exchange Commission has declared effective Allego registration statement on Form F-4 relating to the business combination. The transaction is expected to be completed in the fourth quarter of 2021. As of February 10, 2022, the transaction is expected to complete on March 8, 2022, following the shareholder meeting. As of March 8, 2022, Spartan stockholders have approved the transaction. As of March 8, 2022, the transaction is expected to close in week of March 14, 2022. As of March 15, 2022, the transaction is expected to close on March 16, 2022. Proceeds from business combination will be used to fund EV station capex.

Credit Suisse is serving as sole financial advisor and capital markets advisor to Allego. Matthew J. Gilroy, Amanda Fenster, Marine Jamain, Alexander Lynch, Faiza Rahman, Devon Bodoh, Greg Featherman, Paul Wessel, Adé Heyliger, Lyuba Goltser, Michael Epstein, Olivia Greer, Catherine Dixon, Edouard de Lamy, JEFFERY K. MALONSON, Olivier Jauffret, Romain Ferla, Yannick Piette and Shawn Cooley of Weil, Gotshal & Manges LLP, Benjamin de Blegiers of Weil, Gotshal & Manges (Paris) LLP and Gaike Dalenoord, Paul van der Bijl, Jules van de Winckel, Sanne Mesu, Marc Orval, Nina Kielman and Ashley Beesemer of NautaDutilh are serving as legal advisors to Allego. Barclays is serving as sole financial advisor and capital markets advisor to Spartan. Credit Suisse and Barclays are serving as co-lead placement agent on the PIPE offering. Citi and Apollo Global Securities are serving as co-placement agents. Ramey Layne, Lande Spottswood and Jason McIntosh of Vinson & Elkins L.L.P. are serving as legal advisors to Spartan. Latham & Watkins LLP is serving as legal advisor to the placement agents. Continental Stock Transfer & Trust Company acted as transfer agent and Morrow Sodali LLC acted as proxy solicitor to SPARTAN Acquisition. Allen & Overy LLP acted as legal advisor to Spartan Acquisition. SPARTAN Acquisition agreed to pay Morrow Sodali a fee of $35,000, plus disbursements for the services rendered. Clifford Chance acted as legal advisor to Allego.