These forward-looking statements involve significant risks and uncertainties that could cause the actual
results to differ materially, and potentially adversely, from those expressed or implied in the forward-looking statements. Most of these factors are outside Spartans and Allegos control and are difficult to predict. Factors that may
cause such differences include, but are not limited to: (i) the occurrence of any event, change, or other circumstances that could give rise to the termination of the Business Combination Agreement and Plan of Reorganization (the
BCA); (ii) the outcome of any legal proceedings that may be instituted against Athena Pubco B.V., a Dutch limited liability company (the Company) and/or Allego following the announcement of the BCA and the transactions
contemplated therein; (iii) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Spartan, certain regulatory approvals, or the satisfaction of other conditions to
closing in the BCA; (iv) the occurrence of any event, change, or other circumstance that could give rise to the termination of the BCA or could otherwise cause the transaction to fail to close; (v) the impact of the COVID-19 pandemic on Allegos business and/or the ability of the parties to complete the proposed business combination; (vi) the inability to obtain or maintain the listing of the Companys common
shares on the New York Stock Exchange following the proposed business combination; (vii) the risk that the proposed business combination disrupts current plans and operations as a result of the announcement and consummation of the proposed
business combination; (viii) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of Allego to grow and manage growth profitably, and to
retain its key employees; (ix) costs related to the proposed business combination; (x) changes in applicable laws or regulations; and (xi) the possibility that Allego, Spartan or the Company may be adversely affected by other
economic, business, and/or competitive factors. The foregoing list of factors is not exclusive. Additional information concerning certain of these and other risk factors is contained in Spartans most recent filings with the SEC and will be
contained in the registration statement on Form F-4 (the Form F-4), including the proxy statement/prospectus forming a part thereof expected to be filed in
connection with the proposed business combination. All subsequent written and oral forward-looking statements concerning Spartan, Allego or the Company, the transactions described herein or other matters and attributable to Spartan, Allego, the
Company or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
Each of Spartan, Allego and the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with respect
thereto or any change in events, conditions, or circumstances on which any statement is based, except as required by law.
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, the Company 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
is expected to be filed by the Company with the SEC. The Form F-4 will include preliminary and definitive proxy statements 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 the Company relating to the offer of the securities to be issued in connection with the completion of the business combination. Spartan, Allego and the Company urge investors, stockholders and other interested persons to read, when available, 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 will
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