No Offer or Solicitation.
This communication is not a proxy statement or solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed
business combination and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Spartan, Athena Pubco or Allego, nor shall there be any sale of any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Important Information About the Proposed Business Combination and
Where to Find It.
In connection with the proposed business combination, a registration statement on Form F-4
was filed by Athena Pubco with the SEC on September 30, 2021, as amended on December 14, 2021. Once declared effective, the Form F-4 will include a definitive proxy statement to be distributed to
holders of Spartans common stock in connection with Spartans solicitation for proxies for the vote by Spartans stockholders in connection with the proposed business combination and other matters as described in the Form F-4, as well as a prospectus of Athena Pubco relating to the offer of the securities to be issued in connection with the completion of the business combination. Spartan, Allego and Athena Pubco urge investors,
stockholders and other interested persons to read the Form F-4, including the proxy statement/prospectus incorporated by reference therein, as well as other documents filed with the SEC in connection with the
proposed business combination, as these materials contain important information about Allego, Spartan, and the proposed business combination. Such persons can also read Spartans final prospectus dated February 8, 2021 (SEC File No. 333-252866), for a description of the security holdings of Spartans officers and directors and their respective interests as security holders in the consummation of the proposed business combination.
After the Form F-4 has been filed and declared effective, the definitive proxy statement/prospectus will be mailed to Spartans stockholders as of a record date to be established for voting on the
proposed business combination. Stockholders will also be able to obtain copies of such documents, without charge, once available, at the SECs website at www.sec.gov, or by directing a request to: Spartan Acquisition Corp. III, 9 West 57th
Street, 43rd Floor, New York, NY 10019, or (212) 515-3200. These documents, once available, can also be obtained, without charge, at the SECs web site (http://www.sec.gov).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED
UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation.
Spartan, Allego,
Athena Pubco and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Spartans stockholders in connection with
the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Spartans directors and executive officers in Spartans final prospectus dated
February 8, 2021 (SEC File No. 333-252866), which was filed with the SEC on February 10, 2021. Information regarding the persons who may, under SEC rules, be deemed participants in the
solicitation of proxies of Spartans stockholders
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