ALLEGO N.V. Item 1.01. Entry into a Material Definitive Agreement.
Business Combination Agreement
On
Transaction Structure and Consideration
Pursuant to the Business Combination Agreement, at the Closing, among other things:
(i) In the event that the holders of more than 15% of the outstanding shares
of Spartan's Class A Common Stock, par value $0.0001 per share ("Spartan
Class A Common Stock"), validly exercised their redemption rights (the
"Redemption Rights") under Spartan's Amended and Restated Certificate of
Incorporation dated February 8, 2021 (the "Spartan Charter") with respect
to such shares, Allego shall issue to E8 Investor certain shares in the
capital of Allego, with a nominal value of one euro (EUR 1.00 ) each
("Allego Common Shares"), valued at $10.00 per Allego Common Share,
pursuant to and, in the number determined in accordance with, the terms
of the Business Combination Agreement (any such issuance, the "E8 Part A
Share Issuance");
(ii) Allego may issue to E8 Investor, upon E8 Investor's election, Allego
Common Shares for nominal consideration, such that, after giving effect
to such issuance (any such issuance, the "E8 Part B Share Issuance" and
together with the E8 Part A Share Issuance, the "E8 Share Issuance") and
the consummation of the E8 Part A Share Issuance, if applicable, the
Share Contribution, the Private Placement and the Spartan Merger (each as
defined below), such Allego Common Shares would not represent more than
15% of the then-outstanding shares in the capital of NewCo, with a
nominal value of twelve euro cents (EUR 0.12 ) each ("NewCo Ordinary
Shares");
(iii) immediately following the E8 Share Issuance (if necessary), Madeleine
Charging and, in the event the E8 Part A Issuance or E8 Part B Issuance
occurs, E8 Investor, will contribute to NewCo all of the issued and
outstanding Allego Common Shares held by it, in exchange for a number of
NewCo Ordinary Shares equal to the quotient determined by dividing
(i) the Company Valuation (as defined in the Business Combination
Agreement) by (ii) $10.00 (the "Share Contribution"), which NewCo
Ordinary Shares will be issued to E8 and Madeleine Charging in
proportion to the relative number of Allego Common Shares so contributed
by each;
(iv) each share of Spartan's Class B Common Stock, par value $0.0001 per share
("Spartan Founders Stock" and together with Spartan Class A Common Stock,
"Spartan Common Stock") will convert into one share of Spartan Class A
Common Stock on a one-for-one basis;
(v) Spartan investors will obtain ownership interests in NewCo through a
reverse triangular merger, whereby at the effective time thereof (the
"Effective Time"), Merger Sub, a wholly owned subsidiary of NewCo, will
merge with and into Spartan, with Spartan surviving the merger as a
wholly owned subsidiary of NewCo (the "Surviving Corporation" and such
merger, the "Spartan Merger"); and
(vi) Subscribers (as defined below) will subscribe for NewCo Ordinary Shares
in the Private Placement (as defined below).
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At the Effective Time, as a result of the Spartan Merger:
(i) all shares of Spartan Common Stock held in the treasury of Spartan will
be automatically cancelled for no consideration;
(ii) each share of Spartan Common Stock issued and outstanding immediately
prior to the Effective Time (other than Redemption Shares (as defined
below)) will be cancelled, converted into and exchanged for one validly
issued, fully paid and non-assessable NewCo Ordinary Share (the "Per
Share Merger Consideration");
(iii) each share of common stock of Merger Sub, par value $0.0001 per share,
issued and outstanding immediately prior to the Effective Time will be
converted into and exchanged for one validly issued, fully paid and
non-assessable share of common stock of the Surviving Corporation ;
(iv) NewCo will assume that certain warrant agreement dated February 8, 2021
by and between Spartan and Continental Stock Transfer & Trust Company ,
and enter into such amendments thereto as may be necessary such that each
of the Spartan warrants governed thereby and then outstanding and
unexercised (a "Spartan Warrant") will automatically be converted into a
warrant to acquire one NewCo Ordinary Share (each resulting warrant, an
"Assumed Warrant"), which Assumed Warrants will be subject to the same
terms and conditions (including exercisability terms) as were applicable
to the corresponding Spartan Warrant immediately prior to the Effective
Time; and
(v) each Share of Spartan Class A Common Stock issued and outstanding
immediately prior to the Effective Time with respect to which a Spartan
stockholder has validly exercised its Redemption Rights (such shares,
collectively, the "Redemption Shares") will not be converted into and
become a share of the Surviving Corporation , and will not entitle the
holder to receive the Per Share Merger Consideration, and, at the
Effective Time, will instead be converted into the right to receive a
cash amount from the Surviving Corporation calculated in accordance with
such Spartan stockholder's Redemption Rights.
Immediately following the Spartan Merger, NewCo will be converted into a Dutch public limited liability company and its articles of association will be amended.
Representations, Warranties and Covenants; Indemnification
The Business Combination Agreement contains customary representations and warranties by the parties thereto, as more particularly set forth in the . . .
Item 7.01. Regulation FD Disclosure.
On
Attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference is an investor presentation relating to the Transactions.
The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Spartan under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
Item 8.01. Other Events. Subscription Agreements
In connection with the execution of the Business Combination Agreement, on
The closing of the sale of the PIPE Shares pursuant to the Subscription Agreements is contingent upon, among other customary closing conditions, the concurrent consummation of the Transactions. The purpose of the Private Placement is to raise additional capital for use by the combined company following the Closing.
Pursuant to the Subscription Agreements, NewCo agreed that, within 30 calendar
days after the Closing, NewCo will file with the
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The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the form of the Subscription Agreement, the form of which is filed as Exhibit 99.4 to this Current Report on Form 8-K, and incorporated herein by reference.
Important Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the Transactions, NewCo will file the Registration Statement
with the
Participants in the Solicitation
Spartan and its directors and officers may be deemed participants in the
solicitation of proxies of Spartan's shareholders in connection with the
Transactions. Allego and its officers and directors may also be deemed
participants in such solicitation. Security holders may obtain more detailed
information regarding the names, affiliations and interests of certain of
Spartan's executive officers and directors in the solicitation by reading
Spartan's final prospectus filed with the
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements." All
statements, other than statements of present or historical fact included in this
Current Report on Form 8-K, regarding Spartan's proposed business combination
with Allego, the ability to consummate the transaction, the benefits of the
transaction, Spartan's and Allego's future financial performance following the
transaction, as well as Spartan's and Allego's strategy, future operations,
financial position, estimated revenues, and losses, projected costs, prospects,
plans and objectives of management are forward-looking statements. When used in
this Form 8-K, the words "could," "should," "will," "may," "believe,"
"anticipate," "intend," "estimate," "expect," "project," the negative of such
terms and other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying
words. These forward-looking statements are based on management's current
expectations and assumptions about future events and are based on currently
available information as to the outcome and timing of future events. Except as
otherwise required by applicable law, Spartan and Allego disclaim any duty to
update any forward looking statements, all of which are expressly qualified by
the statements in this section, to reflect events or circumstances after the
date of this Current Report on Form 8-
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termination of the agreements related thereto; (ii) the outcome of any legal
proceedings that may be instituted against Spartan or Allego following
announcement of the Transactions; (iii) the inability to complete the
Transactions due to the failure to obtain approval of the shareholders of
Spartan, or other conditions to Closing in the agreements related to the
Transactions; (iv) the risk that the Transactions disrupt Spartan's or Allego's
current plans and operations as a result of the announcement of the
Transactions; (v) Allego's ability to realize the anticipated benefits of the
Transactions, which may be affected by, among other things, competition and the
ability of Allego to grow and manage growth profitably following the
Transactions; (vi) costs related to the Transactions; (vii) changes in
applicable laws or regulations; (viii) risks relating to the uncertainty of the
projected operating and financial information with respect to Allego; (ix) risks
related to Allego's business and the timing of expected business milestones or
results; (x) Allego's dependence on widespread acceptance and adoption of
electric vehicles and increased installation of charging stations; (xi) overall
demand for electric vehicle charging and the potential for reduced demand if
governmental rebates, tax credits and other financial incentives are reduced,
modified or eliminated or governmental mandates to increase the use of electric
vehicles or decrease the use of vehicles powered by fossil fuels, either
directly or indirectly through mandated limits on carbon emissions, are reduced,
modified or eliminated; (xii) risks related to Allego's dependence on its
intellectual property and the risk that Allego's technology could have
undetected defects or errors; (xiii) the effects of the COVID-19 pandemic on
Allego's business or future results; (xiv) the amount of redemption requests
made by Spartan's stockholders; (xv) the ability of Spartan or the combined
company to issue equity or equity-linked securities in connection with the
Transactions or in the future; (xvi) the occurrence of events that may give rise
to a right of one or both of Spartan and Allego to terminate the definitive
agreements related to the Transactions; and (xvii) the possibility that Allego
may be adversely affected by other economic, business, and/or competitive
factors. Should one or more of the risks or uncertainties described in this
Current Report on Form 8-K, or should underlying assumptions prove incorrect,
actual results and plans could different materially from those expressed in any
forward-looking statements. There may be additional risks that neither Spartan
nor Allego presently know or that Spartan and Allego currently believe are
immaterial that could cause actual results to differ from those contained in the
forward-looking statements. Additional information concerning these and other
factors that may impact the operations and projections discussed herein can be
found in Spartan's periodic filings with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the business combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1* Business Combination Agreement, dated as ofJuly 28, 2021 , by and among Spartan, Allego, Madeleine Charging, NewCo, Merger Sub, and E8 Investor. 10.1 Letter Agreement Amendment. 10.2 Founders Stock Agreement. 99.1 Press Release, datedJuly 28, 2021 . 99.2 Conference Call Script. 99.3 Investor Presentation. 99.4 Form of Subscription Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* 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
request.
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