July 17, 2024

Matthew J. Gilroy, Esq.
Partner, Weil, Gotshal & Manges LLP
Allego N.V.
Westervoortsedijk 73 KB 6827 AV
Arnhem, the Netherlands

       Re: Allego N.V.
           Schedule 14D-9 filed July 3, 2024
           File No. 5-93922
Dear Matthew J. Gilroy, Esq.:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

       After reviewing your response to these comments, we may have additional
comments. All
defined terms have the same meaning as in the Schedule 14D-9, unless otherwise
indicated.

Schedule 14D-9 filed July 3, 2024
Tender Offer and the Transaction, page 3

1.     Refer to page 6 of this section. Please expand your disclosure here, and
elsewhere
       relevant, providing more information regarding the process on how the
Purchaser would
       initiate, and provide for, the shareholders' Priority Tag Rights, and
the Purchaser's
       undertaking to conduct a liquidity event before December 31, 2027, and
the Unaffiliated
       Shareholders' abilities, if any, to enforce such Rights.
2.     Refer to page 6 of this section. Please describe how the "Purchaser will
assist the
       Company with the organization of an auction sales process of Shares for
the Unaffiliated
       Private Shareholders" (emphasis added). In other words, please expand
your disclosure to
       include what actions the Purchaser will take to ensure that such auction
sale process is
       organized.
Other Transactions, page 13
 July 17, 2024
Page 2

3.     Refer to the second bullet point under this section regarding
"Registration Rights
       Agreement." Please revise to identify "certain other holders of Shares,"
or advise.
The Solicitation or Recommendation, page 14

4.     Please refer to Item 8 of Schedule 13E-3 and Item 1014(a) of Regulation
M-A, which
       requires the Company to express a position on the fairness of the Offer
to Unaffiliated
       Shareholders. While Rule 14e-2(a) permits the Company not to express an
opinion with
       respect to the Offer, Schedule 13E-3 does not appear to provide the same
flexibility.
       Please revise to describe the Company's position on fairness and explain
its analysis, to
       the extent that disclosure is not currently provided in the Schedule
14D-9.
Reasons for the Offer and the Transactions; Fairness of the Offer and the
Transactions, page 27

5.     Refer to the following disclosure in the second bullet point on page 31:
"the Company
       will not be able to terminate the Transaction Framework Agreement in the
event the
       Disinterested Directors withdraw their support for the Transactions, and
will need to
       comply with its obligations thereunder, including to effect the
Delisting and the
       Deregistration in the event the Closing occurs." We note, however, the
Offer to Purchase
       reflects, on pages 73 and 74, that "[t]he Transaction Framework
Agreement may be
       terminated and the Transactions may be abandoned at any time . . . by
notice in writing
       given by Purchaser to the Company . . . following a Support Withdrawal."
Please revise to
       reconcile these two contradictory statements, or advise.
Other Presentations by Financial Advisors, page 37

6.     Refer to the last sentence of the second paragraph. Please revise to
avoid stating that the
       summary is not "complete." While a summary necessarily involves paring
down
       information, all material aspects of the opinion of the financial
advisor's analysis should
       be described. Please make corresponding changes throughout the
disclosure document
       where similar disclosure appears.
7.     Item 9 of Schedule 13E-3 and Item 1015 of Regulation M-A require a
reasonably detailed
       summary of any reports within the meaning of Item 9. Expand this section
to describe the
       Citi written materials and oral presentations provided to the
Independent Transaction
       Committee in additional detail.
Additional Information, page 45

8.     Please revise to provide the information called for by Item 8 of
Schedule 14D-9 and Items
       1011(b) and (c) of Regulation M-A. We note that the sections and
documents
       incorporated by reference here do not reflect such information.
Appraisal Rights & Buy-Out Procedures, page 45

9.     Refer to the first sentence under this section. Please revise to clarify
whether "certain
       exceptions" would apply to shareholders of the Company in connection
with this Offer.
       We note that, on page 76 of the Offer to Purchase, you state that
"[c]ompany shareholders
       are not entitled to appraisal rights with respect to the Offer."
       We remind you that the filing persons are responsible for the accuracy
and adequacy of
 July 17, 2024
Page 3

their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

        Please direct any questions to Eddie Kim at 202-679-6943 or Christina
Chalk at 202-551-
3263.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Mergers &
Acquisitions