REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Not applicable |
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Emerging growth company |
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F-1 |
• | changes adversely affecting Allego’s business; |
• | the risks associated with vulnerability to industry downturns and regional or national downturns; |
• | fluctuations in Allego’s revenue and operating results; |
• | unfavorable conditions or further disruptions in the capital and credit markets; |
• | Allego’s ability to generate cash, service indebtedness and incur additional indebtedness; |
• | competition from existing and new competitors; |
• | the growth of the electric vehicle market; |
• | Allego’s ability to integrate any businesses it may acquire; |
• | Allego’s ability to recruit and retain experienced personnel; |
• | risks related to legal proceedings or claims, including liability claims; |
• | Allego’s dependence on third-party contractors to provide various services; |
• | Allego’s ability to obtain additional capital on commercially reasonable terms; |
• | the impact of COVID-19, including COVID-19 related supply chain disruptions and expense increases; |
• | general economic or political conditions, including the armed conflict in Ukraine; and |
• | other factors detailed under the section entitled “ Item 3.D. Risk Factors |
ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. |
KEY INFORMATION |
• | Allego is an early stage company with a history of operating losses, and expects to incur significant expenses and continuing losses for the near term and medium term. |
• | Allego has experienced rapid growth and expects to invest substantially in growth for the foreseeable future. If it fails to manage growth effectively, its business, operating results and financial condition could be adversely affected. |
• | Allego’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by Allego’s management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Allego’s actual operating results may differ adversely and materially from those forecasted or projected. |
• | Allego’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate. |
• | Allego currently faces competition from a number of companies and expects to face significant competition in the future as the market for EV charging develops. |
• | Allego may need to raise additional funds or debt and these funds may not be available when needed. |
• | If Allego fails to offer high-quality support to its customers and fails to maintain the availability of its charging points, its business and reputation may suffer. |
• | Allego relies on a limited number of suppliers and manufacturers for its hardware and equipment and charging stations. A loss of any of these partners or issues in their manufacturing and supply processes could negatively affect its business. |
• | Allego’s business is subject to risks associated with the price of electricity, which may hamper its profitability and growth. |
• | Allego is dependent on the availability of electricity at its current and future charging sites. Delays and/or other restrictions on the availability of electricity would adversely affect Allego’s business and results of operations. |
• | Allego’s EV driver base will depend upon the effective operation of Allego’s EVCloud TM platform and its applications with mobile service providers, firmware from hardware manufacturers, mobile operating systems, networks and standards that Allego does not control. |
• | If Allego is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be harmed. |
• | Allego is expanding operations in many countries in Europe, which will expose it to additional tax, compliance, market, local rules and other risks. |
• | New alternative fuel technologies may negatively impact the growth of the EV market and thus the demand for Allego’s charging stations and services. |
• | The European EV market currently benefits from the availability of rebates, scrappage schemes, tax credits and other financial incentives from governments to offset and incentivize the purchase of EVs. The reduction, modification, or elimination of such benefits could cause reduced demand for EVs and EV charging, which would adversely affect Allego’s financial results. |
• | Allego’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third-parties. |
• | Allego’s technology could have undetected defects, errors or bugs in hardware or software which could reduce market adoption, damage its reputation with current or prospective customers, and/or expose it to product liability and other claims that could materially and adversely affect its business. |
• | Members of Allego’s management have limited experience in operating a public company. |
• | The exclusive forum clause set forth in the Warrant Agreement may have the effect of limiting an investor’s rights to bring legal action against Allego and could limit the investor’s ability to obtain a favorable judicial forum for disputes with us. |
• | Future sales, or the perception of future sales, of our Ordinary Shares and Warrants by us or selling securityholders, including Madeline, could cause the market price for our Ordinary Shares and Warrants to decline significantly. |
• | Madeleine owns a significant amount of Allego’s voting shares and its interests may conflict with those of other stockholders. |
• | conformity with applicable business customs, including translation into foreign languages and associated expenses; |
• | ability to find and secure sites in new jurisdictions; |
• | availability of reliable and high quality contractors for the development of its sites and more globally installation challenges; |
• | challenges in arranging, and availability of, financing for customers; |
• | difficulties in staffing and managing foreign operations in an environment of diverse culture, laws, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with European operations; |
• | differing driving habits and transportation modalities in other markets; |
• | different levels of demand among commercial customers; |
• | quality of wireless communication that can hinder the use of its software platform with charging stations in the field; |
• | compliance with multiple, potentially conflicting and changing governmental laws, regulations, certifications, and permitting processes including environmental, banking, employment, tax, information security, privacy, and data protection laws and regulations such as the European Union General Data Protection Regulation ( “GDPR” |
• | compliance with the United Kingdom Anti-Bribery Act; |
• | safety requirements as well as charging and other electric infrastructures; |
• | difficulty in establishing, staffing and managing foreign operations; |
• | difficulties in collecting payments in foreign currencies and associated foreign currency exposure; |
• | restrictions on operations as a result of the dependence on subsidies to fulfill capitalization requirements; |
• | restrictions on repatriation of earnings; |
• | compliance with potentially conflicting and changing laws of taxing jurisdictions, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws; and |
• | regional economic and political conditions. |
• | perceptions about EV features, quality, safety, performance and cost; |
• | perceptions about the limited range over which EVs may be driven on a single battery charge; |
• | competition, including from other types of alternative fuel vehicles as hydrogen or fuel cells; |
• | concerns regarding the stability of the electrical grid; |
• | the decline of an EV battery’s ability to hold a charge over time; |
• | availability of service for EVs; |
• | consumers’ perception about the convenience and cost of charging EVs; |
• | government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally; and |
• | concerns about the future viability of EV manufacturers. |
• | current and future competitors may independently develop similar trade secrets or works of authorship, such as software; |
• | know-how and other proprietary information Allego purports to hold as a trade secret may not qualify as a trade secret under applicable laws; and |
• | proprietary designs, software design and technology embodied in Allego’s offers may be discoverable by third-parties through means that do not constitute violations of applicable laws. |
• | expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects; |
• | loss of existing or potential customers or partners; |
• | interruptions or delays in sales; |
• | delayed or lost revenue; |
• | delay or failure to attain market acceptance; |
• | delay in the development or release of new functionality or improvements; |
• | negative publicity and reputational harm; |
• | sales credits or refunds; |
• | exposure of confidential or proprietary information; |
• | diversion of development and customer service resources; |
• | breach of warranty claims; |
• | contractual penalties with services customers as it doesn’t meet its contractual obligations; |
• | legal claims under applicable laws, rules and regulations; and |
• | an increase in collection cycles for accounts receivable or the expense and risk of litigation. |
• | the timing and volume of new site acquisitions; |
• | the timing of new electricity grid connections and permits; |
• | the cost of electricity; |
• | fluctuations in service costs, particularly due to unexpected costs of servicing and maintaining charging stations; |
• | weaker than anticipated demand for charging stations, whether due to changes in government incentives and policies or due to other conditions; |
• | fluctuations in sales and marketing or research and development expenses; |
• | supply chain interruptions and manufacturing or delivery delays; |
• | the timing and availability of new solutions and services relative to customers’ and investors’ expectations; |
• | the length of the sales and installation cycle for a particular customer; |
• | the impact of COVID-19 on Allego’s workforce, or those of its customers, suppliers, vendors or business partners; |
• | disruptions in sales, operations, IT services or other business activities or Allego’s inability to attract and retain qualified personnel; and |
• | unanticipated changes in regional, federal, state, local or foreign government incentive programs, which can affect demand for EVs. |
• | Allego did not design and maintain formal accounting policies, procedures, including those around risk assessments, and controls, including segregation of duties, over accounts and disclosures to achieve complete, accurate and timely financial accounting, reporting and disclosures, including segregation of |
duties and adequate controls related to the preparation and review of journal entries. Further, Allego did not maintain sufficient entity level controls to prevent and correct material misstatements. |
• | Allego did not design and maintain sufficient controls regarding the identification and assessment of recurring transactions in revenue recognition, including modification to contracts, inventory management and valuation, and lease accounting as well as the proper accounting of unusual significant transactions such as in areas of share-based payments, purchase options, and related parties. |
• | Allego did not design and maintain effective controls over certain information technology (“ IT |
• | Madeleine agreed, subject to certain exceptions or with the consent of the Allego Board, not to Transfer (as defined in the Registration Rights Agreement) securities received by it pursuant to the Business Combination Agreement until the date that is 180 days after the Closing or earlier if, subsequent to the Closing, (A) the last sale price of the Allego Ordinary Shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 120 days after the Closing or (B) Allego consummates a liquidation, merger, stock exchange or other similar transaction which results in all of Allego’s shareholders having the right to exchange their Allego Ordinary Shares for cash, securities or other property. |
• | E8 Investor agreed, subject to certain exceptions, not to Transfer (as defined in the Registration Rights Agreement) securities received by it in the E8 Part B Share Issuance until the date that is 18 months after the Closing or earlier if, subsequent to the Closing, Allego consummates a liquidation, merger, stock exchange or other similar transaction which results in all of Allego’s shareholders having the right to exchange their Allego Ordinary Shares for cash, securities or other property. |
ITEM 4. |
INFORMATION ON THE COMPANY |
• | Charging points network for third-parties one-off, long-term operations and maintenance contracts, with typical terms ranging from between 4 to 5 years, and such contracts generate recurring revenues. Depending on the requirements, Allego can organize the supply of chargers, including home charging and installations for specific customers such as OEMs. Hardware and charging points management are standardized across the range of solutions offered by Allego’s platform in order to maximize synergies with Allego’s other services. |
• | Platform services TM platform for them to manage their chargers. These services generate recurring revenues |
and are typically for 5-year terms. Platform services enable Allego to create technological relationships with customers with a very high retention effect. |
• | Site development IRR 15-year contracts. Allego also manages payments through its SmoovTM app. |
• | Commercial |
• | Fleet |
• | Policies related to CO 2 reduction |
• | Openness: standard and interoperability |
• | Free access to the grid in order to streamline grid connectivity |
• | Increasing its leadership in fast and ultra-fast charging by investing in its owned public charging points network. This segment is anticipated to become the largest segment of Allego’s services. |
• | Developing its services business to complement its public charging points network. The objective is twofold, triggering more traffic on the Allego network and securing long-term relationships with BtoB customers. |
• | Offering new functionalities to EV drivers that use the Allego network or its services with enhanced features of Allego’s software platform. |
ITEM 4A. |
UNRESOLVED STAFF COMMENTS |
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
For the year ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Utilization rate |
6.90 | % | 5.34 | % | 6.11 | % |
For the year ended December 31, |
Year-over-year Change For the year ended December 31, 2021 to 2020 |
|||||||||||||||
(in € million) |
2021 |
2020 |
Change (€) |
Change (%) |
||||||||||||
Revenue |
86.3 | 44.2 | 42.1 | 95 | % | |||||||||||
Cost of sales (excluding depreciation and amortization expenses) |
(61.1 | ) | (31.0 | ) | (30.1 | ) | 97 | % | ||||||||
Gross profit |
25.2 |
13.2 |
12.0 |
91 |
% | |||||||||||
Other income/(expenses) |
10.9 | 5.4 | 5.5 | 102 | % | |||||||||||
Selling and distribution expenses |
(2.5 | ) | (3.9 | ) | 1.4 | -36 | % | |||||||||
General and administrative expenses |
(337.5 | ) | (47.5 | ) | (290.0 | ) | 611 | % | ||||||||
Operating loss |
(303.9 |
) |
(32.8 |
) |
(271.1 |
) |
827 |
% | ||||||||
Finance costs |
(15.4 | ) | (11.3 | ) | (4.1 | ) | 36 | % | ||||||||
Loss before income tax |
(319.3 |
) |
(44.1 |
) |
(275.2 |
) |
624 |
% | ||||||||
Income tax |
(0.4 | ) | 0.7 | (1.1 | ) | -157 | % | |||||||||
Loss for the year |
(319.7 |
) |
(43.4 |
) |
(276.3 |
) |
638 |
% |
For the year ended December 31, |
Change |
Change |
||||||||||||||
(in € million) |
2021 |
2020 |
€ |
% |
||||||||||||
Type of goods or service |
||||||||||||||||
Charging sessions |
26.1 | 14.9 | 11.2 | 75 | % | |||||||||||
Service revenue from the sale of charging equipment |
37.3 | 15.2 | 22.1 | 145 | % | |||||||||||
Service revenue from installation services |
19.5 | 12.3 | 7.2 | 59 | % | |||||||||||
Service revenue from operation and maintenance of charging equipment |
3.4 | 1.9 | 1.5 | 79 | % | |||||||||||
Total revenue from external customers |
86.3 |
44.2 |
42.1 |
95 |
% |
For the year ended December 31, |
Year-over-year Change For the year ended December 31, 2020 to 2019 |
|||||||||||||||
(in € million) |
2020 |
2019 |
Change (€) |
Change (%) |
||||||||||||
Revenue |
44.2 | 25.8 | 18.4 | 71 | % | |||||||||||
Cost of sales (excluding depreciation and amortization expenses) |
(31.0 | ) | (20.9 | ) | (10.1 | ) | 48 | % | ||||||||
Gross profit |
13.2 |
4.9 |
8.3 |
169 |
% | |||||||||||
Other income/(expenses) |
5.4 | 3.5 | 1.9 | 54 | % | |||||||||||
Selling and distribution expenses |
(3.9 | ) | (6.1 | ) | 2.2 | -36 | % | |||||||||
General and administrative expenses |
(47.5 | ) | (39.2 | ) | (8.3 | ) | 21 | % | ||||||||
Operating loss |
(32.8 |
) |
(36.9 |
) |
4.1 |
-11 |
% | |||||||||
Finance costs |
(11.3 | ) | (5.9 | ) | (5.4 | ) | 92 | % | ||||||||
Loss before income tax |
(44.1 |
) |
(42.8 |
) |
(1.3 |
) |
3 |
% | ||||||||
Income tax |
0.7 | (0.3 | ) | 1.0 | -333 | % | ||||||||||
Loss for the year |
(43.4 |
) |
(43.1 |
) |
(0.3 |
) |
1 |
% |
For the year ended December 31, |
Change |
Change |
||||||||||||||
(in € million) |
2020 |
2019 |
€ |
% |
||||||||||||
Type of goods or service |
||||||||||||||||
Charging sessions |
14.9 | 9.5 | 5.4 | 57 | % | |||||||||||
Service revenue from the sale of charging equipment |
15.2 | 9.1 | 6.1 | 67 | % | |||||||||||
Service revenue from installation services |
12.3 | 6.9 | 5.4 | 78 | % | |||||||||||
Service revenue from operation and maintenance of charging equipment |
1.9 | 0.3 | 1.6 | 533 | % | |||||||||||
Total revenue from external customers |
44.2 |
25.8 |
18.4 |
71 |
% |
2021 |
||||||||||||
(in €‘000) |
As Previously Reported |
Adjustments |
Revised |
|||||||||
Revenue from contracts with customers |
20,418 | 0 | 20,418 | |||||||||
Cost of sales (excluding depreciation and amortization expenses) |
(13,705 | ) | 0 | (13,705 | ) | |||||||
Gross profit |
6,713 |
0 |
6,713 |