SPAQ.WS / Spartan Acquisition Corp. III Warrants, exercisable for one share of Class A - SEC Filings, Annual Report, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-40022 SPARTAN ACQUISITION CORP. III (Exact name of registrant as specifie

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2022 SPARTAN ACQUISITION CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40022 86-1182458 (State of incorporation or organization) (Commission File

Registration Rights Agreement, dated as of March 16, 2022, by and among Allego, Sponsor, Madeleine Charging, E8 Investor and certain other holders thereto

Exhibit 4.2 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 16, 2022, is made and entered into by and among Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (?NewCo?), Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (?Spartan Sponsor?

Second Amended and Restated Certificate of Incorporation of Spartan

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALLEGO US, INC. March 16, 2022 FIRST: The name of the corporation is Allego US, Inc. (the ?Corporation?). SECOND: The address of the Corporation?s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agen

Warrant Assumption Agreement, dated as of March 16, 2022, by and among Spartan, Allego and Continental Stock Transfer & Trust Company

Exhibit 4.1 Execution Version WARRANT ASSUMPTION AGREEMENT This Warrant Assumption Agreement (this ?Warrant Assumption Agreement?) is entered into as of March 16, 2022, by and among Spartan Acquisition Corp. III, a Delaware corporation (?Spartan?), Athena Pubco B.V., a Dutch private limited liability company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (t

Amended and Restated Bylaws of Spartan

Exhibit 3.2 Final Form AMENDED AND RESTED BYLAWS OF ALLEGO US, INC. (a Delaware corporation) Allego US, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The Corporation desires to amend and restate the Bylaws currently in effect. 2. The provisions set forth in these Amended and Restated Bylaws supersede and r

Spartan Acquisition Corp. III and Allego Holding B.V. Complete Business Combination to Establish NYSE-Listed pan-European Electric Vehicle Charging Network Allego to begin trading on the New York Stock Exchange on March 17, 2022 under the ticker symb

Exhibit 99.1 Spartan Acquisition Corp. III and Allego Holding B.V. Complete Business Combination to Establish NYSE-Listed pan-European Electric Vehicle Charging Network Allego to begin trading on the New York Stock Exchange on March 17, 2022 under the ticker symbols ALLG and ALLG.WS PARIS & ARNHEM, the Netherlands & NEW YORK ? March 16, 2022?Spartan Acquisition Corp. III (?Spartan?) (NYSE: SPAQ),

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 28, 2022, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 8, 2022 SPARTAN ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40022 85-1182458 (State or other jurisdiction of incorporation) (Commis

Spartan Acquisition Corp. III Stockholders Approve Previously Announced Business Combination with Allego Holding B.V. Spartan stockholders have approved the previously announced business combination at the Special Meeting held on March 8, 2022 Transa

Exhibit 99.1 Spartan Acquisition Corp. III Stockholders Approve Previously Announced Business Combination with Allego Holding B.V. Spartan stockholders have approved the previously announced business combination at the Special Meeting held on March 8, 2022 Transaction Expected to Close Week of March 14, 2022 PARIS & ARNHEM, Netherlands & NEW YORK ? March 8, 2022?Spartan Acquisition Corp. III (?Spa

Second Amendment to Business Combination Agreement and Plan of Reorganization, dated as of March 8, 2022, by and among Spartan, Allego Holding, Madeleine Charging, Allego, Merger Sub and E8 Investor (incorporated by reference to Exhibit 2.3 of Spartan’s Current Report on Form 8-K filed on March 9, 2022 (File No. 001-40022)).

Exhibit 2.3 Execution Version SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION THIS SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this ?Amendment?) is entered into as of March 8, 2022 by and among Spartan Acquisition Corp. III, a Delaware corporation (?Spartan?), Athena Pubco B.V., a Dutch private limited liability company (besloten ven

Amendment to Business Combination Agreement and Plan of Reorganization, dated as of February 28, 2022, by and among Spartan, Allego Holding, Madeleine Charging, Allego, Merger Sub and E8 Investor (incorporated by reference to Exhibit 2.2 of Spartan’s Current Report on Form 8-K filed on February 28, 2022 (File No. 001-40022)).

Exhibit 2.2 AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION THIS AMENDMENT TO BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION (this ?Amendment?) is entered into as of February 28, 2022 by and among Spartan Acquisition Corp. III, a Delaware corporation (?Spartan?), Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansp

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2022 SPARTAN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40022 86-1182458 (State of incorporation or organization) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2022 SPARTAN ACQUISI

425 1 d319835d425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 28, 2022 SPARTAN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40022 86-1182458 (State of incorporation

Spartan Acquisition Corp. III and Allego Announce Effectiveness of Registration Statement and March 8, 2022 Special Meeting of Stockholders to Approve Business Combination Upon closing, Allego’s stock is expected to be listed on NYSE under the new ti

Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: February, 14 2022 Spartan Acquisition Corp. III and Allego Announce Effectiveness of Registration Statement and March 8, 2022 Special Meeting of Stockholders t

Spartan Acquisition Corp. III and Allego Announce Effectiveness of Registration Statement and March 8, 2022 Special Meeting of Stockholders to Approve Business Combination Upon closing, Allego’s stock is expected to be listed on NYSE under the new ti

Filed by Spartan Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: February 15, 2022 Spartan Acquisition Corp. III and Allego Announce Effectiveness of Registration Statement and March 8, 2022 Special Meeting of St

Filed by Spartan Acquisition Corp. III

Filed by Spartan Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: February 14, 2022 Q&A OF THE MONTH: ALLEGO HOLDING B.V. ON MERGER WITH SPARTAN ACQUISITION CORP. III (NYSE: SPAQ) In July 2021, Allego Holding B.V.

Filed by Athena Pubco B.V.

Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: February, 14 2022 Q&A OF THE MONTH: ALLEGO HOLDING B.V. ON MERGER WITH SPARTAN ACQUISITION CORP. III (NYSE: SPAQ) In July 2021, Allego Holding B.V. (Allego), a

SPAQ / Spartan Acquisition Corp. III / CITADEL ADVISORS LLC - SPARTAN ACQUISITION CORP. III Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Spartan Acquisition Corp. III (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Securiti

SPAQ / Spartan Acquisition Corp. III / Apollo Principal Holdings III GP Ltd - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Spartan Acquisition Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 84677R106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

JOINT FILING AGREEMENT Spartan Acquisition Corp. III

EXHIBIT 1 JOINT FILING AGREEMENT Spartan Acquisition Corp. III In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Filed by Spartan Acquisition Corp. III

Filed by Spartan Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: February 8, 2022 02.22 Enabling Green Electrification Disclaimer This combination presentation between (together Allego with Holding oral statement

Filed by Athena Pubco B.V.

425 1 d251719d425.htm 425 Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: February, 8 2022 02.22 Enabling Green Electrification Disclaimer This combination presentation between (together Allego with Holding

Page 1 of 21

Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: January 20, 2022 John Jannarone: (Silence). John Jannarone: Hello, thank you for joining, I?m John Jannarone, editor in chief of IPO-Edge. We have some special

Page 1 of 21

Filed by Spartan Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: January 19, 2022 John Jannarone: (Silence). John Jannarone: Hello, thank you for joining, I’m John Jannarone, editor in chief of IPO-Edge. We have

2

Filed by Spartan Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: December 29, 2021 On December 29, 2021, Allego made the following social media post available on Twitter and LinkedIn. Forward-Looking Statements.

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Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: December 29, 2021 On December 29, 2021, Allego made the following social media post available on Twitter and LinkedIn. Forward-Looking Statements. This communi

The Honorable Jane F. Garvey, an Industry Leader and Former U.S. Official, to be Appointed Chairwoman of Allego Board of Directors

Filed by Spartan Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: November 30, 2021 The Honorable Jane F. Garvey, an Industry Leader and Former U.S. Official, to be Appointed Chairwoman of Allego Board of Director

The Honorable Jane F. Garvey, an Industry Leader and Former U.S. Official, to be Appointed Chairwoman of Allego Board of Directors

Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: November 30, 2021 The Honorable Jane F. Garvey, an Industry Leader and Former U.S. Official, to be Appointed Chairwoman of Allego Board of Directors PARIS & AR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Spartan Acquisition C

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2021 SPARTAN ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40022 86-1182458 (State or other jurisdiction of (Commission File N

SPAQ / Spartan Acquisition Corp. III / HIGHBRIDGE CAPITAL MANAGEMENT LLC - SPARTAN ACQUISITION CORP. III Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Spartan Acquisition Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 84677R106 (CUSIP Number) November 3, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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 September 30, 2021 OR ? 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 na

Filed by Athena Pubco B.V.

Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: October 15, 2021 Transcript: Athena Pubco BV Investor Update Video Conference held on October 13, 2021 Ujjal Basu Roy, ICR (00:00:43): Good morning and welcome

Filed by Spartan Acquisition Corp. III

Filed by Spartan Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: October 15, 2021 Transcript: Athena Pubco BV Investor Update Video Conference held on October 13, 2021 Ujjal Basu Roy, ICR (00:00:43): Good morning

Filed by Spartan Acquisition Corp. III

Filed by Spartan Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: October 13, 2021 CONFIDENTIAL [MATERIALS FOR DISCUSSION] CONFIDENTIAL Enabling Electrification 10.21 CONFIDENTIAL This presentation (together with

Filed by Athena Pubco B.V.

Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: October 13, 2021 CONFIDENTIAL [MATERIALS FOR DISCUSSION] CONFIDENTIAL Enabling Electrification 10.21 CONFIDENTIAL This presentation (together with oral stateme

Filed by Athena Pubco B.V.

Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: October 6, 2021 Allego Announces Filing of Registration Statement on Form F-4 in Connection with its Proposed Business Combination with Apollo-Affiliated Spart

Filed by Spartan Acquisition Corp. III

Filed by Spartan Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: October 6, 2021 Allego Announces Filing of Registration Statement on Form F-4 in Connection with its Proposed Business Combination with Apollo-Affi

Filed by Athena Pubco B.V.

Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: August 12, 2021 On August 12, 2021, Allego made the following social media post available, and a transcript of the interview is set forth below. [Bloomberg Tra

Filed by Spartan Acquisition Corp. III

Filed by Spartan Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: August 12, 2021 On August 12, 2021, Allego made the following social media post available, and a transcript of the interview is set forth below. [B

SPAQ / Spartan Acquisition Corp. III / CITADEL ADVISORS LLC - SPARTAN ACQUISITION CORP. III Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Spartan Acquisition Corp. III (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 84677R106 (C

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Spartan Acquisition Corp. III, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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 30, 2021 OR ? 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

Filed by Spartan Acquisition Corp. III

Filed by Spartan Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: August 2, 2021 Allego has, and from time to time will, make certain information regarding the business combination available on a page of its websi

Filed by Athena Pubco B.V.

Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: August 2, 2021 Allego has, and from time to time will, make certain information regarding the business combination available on a page of its website, as set f

Filed by Spartan Acquisition Corp. III

Filed by Spartan Acquisition Corp. III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: July 28, 2021 The following email was sent to certain key customers of Allego Holding B.V. on July 28, 2021. Dear Valued Partner, I am pleased to s

CONFIDENTIAL Disclaimer This presentation (together with oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation w

Exhibit 99.3 CONFIDENTIAL O7.21 [MATERIALS Enabling FOR DISCUSSION] Electrification CONFIDENTIALExhibit 99.3 CONFIDENTIAL O7.21 [MATERIALS Enabling FOR DISCUSSION] Electrification CONFIDENTIAL CONFIDENTIAL Disclaimer This presentation (together with oral statements made in connection herewith, this ?Presentation?) is provided for informational purposes only and has been prepared to assist interest

SUBSCRIPTION AGREEMENT

Exhibit 99.4 Final Form SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 28th day of July, 2021, by and among Spartan Acquisition Corp. III, a Delaware corporation (?Spartan?), Athena Pubco B.V., a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) (the ?Issuer?), and the undersigned (?Subscriber?).

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2021 SPARTAN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40022 86-1182458 (State of incorporation or organization) (Commission F

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).

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among SPARTAN ACQUISITION CORP. III, ATHENA PUBCO B.V., ATHENA MERGER SUB, INC., MADELEINE CHARGING B.V., ALLEGO HOLDING B.V. and solely with respect to the sections specified herein, E8 PARTENAIRES Dated as of July 28, 2021 Table of Contents Page ARTICLE I. DEFINITIONS 4 SECTION 1.01 Certain Definitions

Amendment Agreement No. 1 to Letter Agreement, dated as of July 28, 2021, by and among Spartan Acquisition Corp. III, Spartan Acquisition Sponsor III LLC, and each of 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 July 28, 2021).

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO LETTER AGREEMENT This Amendment No. 1 (this ?Amendment?), dated as of July 28, 2021, to the Letter Agreement (as defined below) is entered into by and among Spartan Acquisition Corp. III, a Delaware corporation (?Spartan?), Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (?Sponsor?), and each of the undersigned individuals

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2021 SPARTAN ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 28, 2021 SPARTAN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) Delaware 001-40022 86-1182458 (State of incorporation or organization) (Commission F

Filed by Athena Pubco B.V.

Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: July, 28 2021 Allego, a Leading pan-European EV Charging company, to Become a Publicly Traded Company through a Business Combination with Apollo-Affiliated Spa

Founders Stock Agreement, dated as of July 28, 2021, by and among Spartan Acquisition Corp. III, Spartan Acquisition Sponsor III LLC, Jan C. Wilson and John M. Stice (incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-40022) filed with the SEC on July 28, 2021).

Exhibit 10.2 Execution Version FOUNDERS STOCK AGREEMENT This FOUNDERS STOCK AGREEMENT, dated as of July 28, 2021 (this ?Agreement?), is by and among Spartan Acquisition Corp. III, a Delaware corporation (?Spartan?), and Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (?Sponsor?), Jan C. Wilson and John M. Stice (together with Sponsor, each, a ?Founder? and, collectively,

Allego Merger Script

Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: July, 28 2021 Allego Merger Script Operator: Good day and welcome to the Spartan Acquisition Corp. III and Allego Corporation transaction announcement conferen

Allego Merger Script

Exhibit 99.2 Allego Merger Script Operator: Good day and welcome to the Spartan Acquisition Corp. III and Allego Corporation transaction announcement conference call. Participants on this call are referred to the press release issued by Allego Corporation and Spartan Acquisition Corp. III, the presentation, and Spartan Acquisition Corp. III?s filings with the SEC for a discussion of the risks that

Allego, a Leading pan-European EV Charging company, to Become a Publicly Traded Company through a Business Combination with Apollo-Affiliated Spartan Acquisition Corp. III

Exhibit 99.1 Allego, a Leading pan-European EV Charging company, to Become a Publicly Traded Company through a Business Combination with Apollo-Affiliated Spartan Acquisition Corp. III ? Allego has entered into a definitive agreement with Spartan Acquisition Corp. III (NYSE: SPAQ); upon closing, the combined company will trade on the NYSE under the symbol ?ALLG?. ? The transaction will raise a tot

Filed by Athena Pubco B.V. CONFIDENTIAL pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 O7

Filed by Athena Pubco B.V. CONFIDENTIAL pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 O7.21 Date: July, 28 2021 [MATERIALS Enabling FOR DISCUSSION] Electrification CONFIDENTIALFiled by Athena Pubco B.V. CONFIDENTIAL pursuant to Rule 425 u

Filed by Athena Pubco B.V.

Filed by Athena Pubco B.V. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Spartan Acquisition Corp. III SEC File No.: 001-40022 Date: July, 28 2021 The following email was sent to certain key customers of Allego Holding B.V. on July 28, 2021. Dear Valued Partner, I am pleased to share with yo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

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 March 31, 2021 OR ? 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 o

Spartan Acquisition Corp. III Announces

Exhibit 99.1 Spartan Acquisition Corp. III Announces Receipt of Notification Letter from NYSE NEW YORK, May 28, 2021?Spartan Acquisition Corp. III (the ?Company?) (NYSE: SPAQ) announced today that it received a notice from the New York Stock Exchange (the ?NYSE?) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to ti

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 25, 2021 SPARTAN ACQUISITION CORP. III (Exact Name of Registrant as Specified in Charter) Delaware 001-40022 86-1182458 (State of incorporation or organization) (Commission File N

SEC FILE NUMBER

SEC FILE NUMBER 001-40022 CUSIP NUMBER 84677R 106 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Indemnification Agreement, dated May 3, 2021, between the Company and Matthew J. Smith.

Exhibit 10.2 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of May 3, 2021, by and between SPARTAN ACQUISITION CORP. III, a Delaware corporation (the ?Company?), and Matthew J. Smith (the ?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided w

Insider Letter Acknowledgement and Agreement, dated May 3, 2021, between Spartan Acquisition Corp. III and Matthew J. Smith (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 7, 2021).

Exhibit 10.1 Insider Letter Acknowledgement and Agreement Reference is made to the letter agreement delivered to Spartan Acquisition Corp. III, a Delaware corporation (the ?Company?), dated February 8, 2021 and attached hereto as Exhibit A (the ?Insider Letter?). In exchange for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned acknowled

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2021 SPARTAN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) Delaware 001- 40022 86-1182458 (State or other jurisdiction of incorporation) (Commiss

Spartan Acquisition Corp. III

Exhibit 99.1 Spartan Acquisition Corp. III Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing April 1, 2021 NEW YORK, April 1, 2021 ? Spartan Acquisition Corp. III (NYSE: SPAQ.U) (the ?Company?) announced that, commencing April 1, 2021, holders of the units sold in the Company?s initial public offering may elect to separately trade the shares of Class A common stoc

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2021 SPARTAN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) Delaware 001- 40022 86-1182458 (State or other jurisdiction of incorporation) (Commi

Description of Capital Securities of Spartan Acquisition Corp. III.

Exhibit 4.5 DESCRIPTION OF SECURITIES The following description of Spartan Acquisition Corp. III?s (the ?Company,? ?we,? ?us? or ?our?) units, Class A common stock, $0.0001 par value per share (?Class A common stock? or ?public shares?), Class B common stock, $0.0001 par value per share (?Class B common stock? or ?founder shares? and, together with the Class A common stock, ?common stock?), undesi

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40022 Spartan Acquisi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2021 SPARTAN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) Delaware 001- 40022 86-1182458 (State or other jurisdiction of incorporation) (C

SPARTAN ACQUISITION CORP. III

Exhibit 99.1 SPARTAN ACQUISITION CORP. III Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 11, 2021 F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Spartan Acquisition Corp. III Opinion on the Financial Statement We have audited the accompanying balance sheet of Spart

Letter Agreement, dated February 8, 2021, among the Company, its officers and directors and the Sponsor.

Exhibit 10.1 Execution Version February 8, 2021 Spartan Acquisition Corp. III 9 West 57th Street, 43rd Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Spartan Acquisition Corp. III, a Delaware corporation (

Amended and Restated Certificate of Incorporation.

Exhibit 3.1 Execution Version AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPARTAN ACQUISITION CORP. III February 8, 2021 Spartan Acquisition Corp. III, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is ?Spartan Acquisition Corp. III?. The original certificate of incorporation o

Administrative Services Agreement, dated February 8, 2021, between the Company and the Sponsor.

Exhibit 10.4 Execution Version SPARTAN ACQUISITION CORP. III 9 West 57th Street, 43rd Floor New York, NY 10019 February 8, 2021 Spartan Acquisition Sponsor III LLC 9 West 57th Street, 43rd Floor New York, NY 10019 Re:Administrative Services Agreement Gentlemen: This letter agreement by and between Spartan Acquisition Corp. III (the ?Company?) and Spartan Acquisition Sponsor III LLC (?Sponsor?), da

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 8, 2021 SPARTAN ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40022 86-1182458 (State or incorporation or organization) (Commissio

Investment Management Trust Agreement, dated February 8, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee.

Exhibit 10.2 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 8, 2021 by and between Spartan Acquisition Corp. III, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form

Private Placement Warrants Purchase Agreement, dated February 8, 2021, between the Company and the Sponsor.

Exhibit 10.5 Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 8, 2021 (as it may from time to time be amended, this ?Agreement?), is entered into by and between Spartan Acquisition Corp. III, a Delaware corporation (the ?Company?), and Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (t

Registration Rights Agreement, dated February 8, 2021, among the Company, the Sponsor and certain other security holders named therein.

Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 8, 2021, is made and entered into by and among Spartan Acquisition Corp. III, a Delaware corporation (the ?Company?), Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under Holders on th

Warrant Agreement, dated February 8, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

Exhibit 4.1 Execution Version WARRANT AGREEMENT between SPARTAN ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of February 8, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 8, 2021 is by and between Spartan Acquisition Corp. III, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as wa

$480,000,000 Spartan Acquisition Corp. III 48,000,000 units

Filed Pursuant to Rule 424(b)(4) Registration No. 333-252162 and 333-252866 PROSPECTUS $480,000,000 Spartan Acquisition Corp. III 48,000,000 units Spartan Acquisition Corp. III is a newly organized blank check company 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, w

- 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Spartan Acquisition Corp. III (Exact name of registrant as specified in its charter) Delaware 86-1182458 (State of incorporation or organization) (I.R.S. Employer Identification No.) 9 West 57th

- S-1MEF

As filed with the U.S. Securities and Exchange Commission on February 8, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPARTAN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) Delaware 6770 86-1182458 (State or other jurisdiction of incorporation) (Prim

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VIA EDGAR February 4, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Sherry Haywood Re:Spartan Acquisition Corp. III (the ?Company?) Registration Statement on Form S-1 (File No. 333-252162) Dear Ms. Haywood: In accordance with Rule 461 under the Securities Act of 1933, as amended (the ?Act?), Credit Suisse Securities (US

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Spartan Acquisition Corp. III 9 West 57th Street, 43rd Floor New York, New York 10019 (212) 515-3200 February 4, 2021 VIA EDGAR Office of Manufacturing United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attention:Sherry Haywood Office of Manufacturing Re:Spartan Acquisition Corp. III Form S-1 Registration Statement File N

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Spartan Acquisition Corp. III 9 West 57th Street, 43rd Floor, New York, NY 10019 February 3, 2021 Office of Manufacturing United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re:Spartan Acquisition Corp. III Registration Statement on Form S-1 Filed January 15, 2021 File No. 333-252162 Ladies and Gentlemen: Set forth below a

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT between SPARTAN ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021 is by and between Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,”

- S-1/A

As filed with the U.S. Securities and Exchange Commission on February 3, 2021 Registration No. 333-252162 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPARTAN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) Delaware 6770 86-1182458 (State or other jurisdiction

Form of Underwriting Agreement.*

Exhibit 1.1 Spartan Acquisition Corp. III 40,000,000 Units1 UNDERWRITING AGREEMENT New York, New York [ ● ], 2021 Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, NY 10010 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 as Representatives of the several underwriters listed in Schedule I hereto

Form of Private Placement Warrants Purchase Agreement between the Registrant and sponsor.*

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), and Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS,

Form of Administrative Services Agreement between the Registrant and sponsor.*

Exhibit 10.8 SPARTAN ACQUISITION CORP. III 9 West 57th Street, 43rd Floor New York, NY 10019 [●], 2021 Spartan Acquisition Sponsor III LLC 9 West 57th Street, 43rd Floor New York, NY 10019 Re:Administrative Services Agreement Gentlemen: This letter agreement by and between Spartan Acquisition Corp. III (the “Company”) and Spartan Acquisition Sponsor III LLC (“Sponsor”), dated as of the date hereof

Form S-1

As filed with the U.S. Securities and Exchange Commission on January 15, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPARTAN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) Delaware 6770 86-1182458 (State or other jurisdiction of Incorporation) (Prima

Consent of Wilson Handler.*

Exhibit 99.2 Consent of Director Nominee Spartan Acquisition Corp. III Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Spartan Acquisition Corp. III, the undersigned hereby consents to being named and described as a director nominee in th

Form of Amended and Restated Certificate of Incorporation.*

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPARTAN ACQUISITION CORP. III [], 2021 Spartan Acquisition Corp. III, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1.The name of the Corporation is “Spartan Acquisition Corp. III”. The original certificate of incorporation of the Corporation was file

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).

Exhibit 3.1 Execution Version CERTIFICATE OF INCORPORATION OF SPARTAN ACQUISITION CORP. III THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the “DGCL”), hereby adopts the following Certificate of Incorporation (this “Certificate”) for suc

Securities Subscription Agreement, dated December 23, 2020, between the Registrant and sponsor.*

Exhibit 10.5 Execution Version SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (this “Agreement”), effective as of December 23, 2020, is made and entered into by and between Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), and Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (the “Buyer”). RECITALS: WHEREAS, the Buyer wishes t

Form of Indemnification Agreement.*

Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between SPARTAN ACQUISITION CORP. III, a Delaware corporation (the “Company”), and [●] (the “Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or officers unless they are provided with adequate pr

Consent of Christine Hommes.*

Exhibit 99.3 Consent of Director Nominee Spartan Acquisition Corp. III Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Spartan Acquisition Corp. III, the undersigned hereby consents to being named and described as a director nominee in th

Promissory Note, dated December 23, 2020, issued to sponsor by the Registrant.*

Exhibit 10.1 Execution Version THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTAN

Consent of Joseph Romeo.*

Exhibit 99.4 Consent of Director Nominee Spartan Acquisition Corp. III Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Spartan Acquisition Corp. III, the undersigned hereby consents to being named and described as a director nominee in th

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).

Exhibit 4.3 Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW SPARTAN ACQUISITION CORP. III Incorporated Under the Laws of the State of Delaware CUSIP [] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (

Form of Letter Agreement among the Registrant and its officers and directors and sponsor.*

Exhibit 10.2 [], 2021 Spartan Acquisition Corp. III 9 West 57th Street, 43rd Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), and Credit

Form of Registration Rights Agreement among the Registrant, sponsor and the other parties thereto.*

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [], 2021, is made and entered into by and among Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (e

Consent of John M. Stice.*

Exhibit 99.6 Consent of Director Nominee Spartan Acquisition Corp. III Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Spartan Acquisition Corp. III, the undersigned hereby consents to being named and described as a director nominee in th

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).

Exhibit 4.1 [Form of Unit Certificate] NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] SPARTAN ACQUISITION CORP. III UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-[] OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $0.0001 pe

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021 by and between Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1 (File No. 333-[]) (the

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).

Exhibit 4.2 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] SPARTAN ACQUISITION CORP. III INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF SPARTAN ACQUISITION CORP. III (THE “CORPORATION”) transferable on the books of the C

Consent of Olivia Wassenaar.*

Exhibit 99.1 Consent of Director Nominee Spartan Acquisition Corp. III Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Spartan Acquisition Corp. III, the undersigned hereby consents to being named and described as a director nominee in th

Consent of Jan C.Wilson.*

Exhibit 99.5 Consent of Director Nominee Spartan Acquisition Corp. III Pursuant to Rule 438 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) of Spartan Acquisition Corp. III, the undersigned hereby consents to being named and described as a director nominee in th

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT between SPARTAN ACQUISITION CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [], 2021 THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021 is by and between Spartan Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,”

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).

Exhibit 3.3 Execution Version BYLAWS OF SPARTAN ACQUISITION CORP. III (THE “CORPORATION”) Article I OFFICES Section 1.1Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s regist

BYLAWS OF SPARTAN ACQUISITION CORP. III (THE “CORPORATION”) Article I OFFICES

Exhibit 3.3 Execution Version BYLAWS OF SPARTAN ACQUISITION CORP. III (THE ?CORPORATION?) Article I OFFICES Section 1.1Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s regist

As confidentially submitted to the U.S. Securities and Exchange Commission on January 6, 2021 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly c

DRS 1 filename1.htm As confidentially submitted to the U.S. Securities and Exchange Commission on January 6, 2021 This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Confidential Draft Subm

CERTIFICATE OF INCORPORATION OF SPARTAN ACQUISITION CORP. III

Exhibit 3.1 Execution Version CERTIFICATE OF INCORPORATION OF SPARTAN ACQUISITION CORP. III THE UNDERSIGNED, acting as the incorporator of a corporation under and in accordance with the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended from time to time (the ?DGCL?), hereby adopts the following Certificate of Incorporation (this ?Certificate?) for suc

PROMISSORY NOTE

Exhibit 10.1 Execution Version THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTAN

SECURITIES SUBSCRIPTION AGREEMENT

Exhibit 10.5 Execution Version SECURITIES SUBSCRIPTION AGREEMENT This Securities Subscription Agreement (this ?Agreement?), effective as of December 23, 2020, is made and entered into by and between Spartan Acquisition Corp. III, a Delaware corporation (the ?Company?), and Spartan Acquisition Sponsor III LLC, a Delaware limited liability company (the ?Buyer?). RECITALS: WHEREAS, the Buyer wishes t