FREYR Battery (Form: 8-K, Received: 07/13/2021 16:59:13)

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 7, 2021

FREYR Battery

(Exact name of registrant as specified in its charter)

Luxembourg		001-40581		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

412F, route d’Esch, L-2086 Luxembourg

Grand Duchy of Luxembourg

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 00 352 46 61 11 3721

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, no par value	FREY	The New York Stock Exchange

Warrants, each whole warrant exercisable for one Ordinary Share for $11.50 per share	FREY WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

On July 9, 2021 (the “Closing Date”), FREYR AS, a private limited liability company organized under the laws of Norway (“FREYR Legacy”), consummated a previously announced merger pursuant to that certain Business Combination Agreement, dated January 29, 2021 (the “Business Combination Agreement”), by and among Alussa Energy Acquisition Corp., a Cayman Islands exempted company (“Alussa”), Alussa Energy Sponsor LLC (“Sponsor”), FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg (“Pubco”), FREYR Legacy, ATS AS (“Shareholder Representative”), Norway Sub 1 AS, a private limited liability company organized under the laws of Norway (“Norway Merger Sub 1”), Norway Sub 2 AS, a private limited liability company organized under the laws of Norway (“Norway Merger Sub 2”), Adama Charlie Sub, a Cayman Islands exempted company (“Cayman Merger Sub”) and the shareholders of FREYR Legacy named therein (the “Major Shareholders”).

Pursuant to the Business Combination Agreement, (a) FREYR Legacy’s wind farm business (the “FREYR Wind Business”) was transferred to Sjonfjellet Vindpark Holding AS (“SVPH”), a private limited liability company incorporated by way of a Norwegian demerger (the “Norway Demerger”), resulting in such business becoming held by FREYR Legacy’s shareholders through SVPH, (b) Alussa merged with and into Cayman Merger Sub, with Alussa continuing as the surviving entity and a wholly owned subsidiary of Pubco (the “Cayman Merger” and the “First Closing”), (c) following the First Closing, Alussa distributed all of its interests in Norway Merger Sub 1 to Pubco, (d) FREYR Legacy merged with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity (the “Norway Merger”), (e) Pubco acquired all preferred shares of Norway Merger Sub 1 (which were issued in exchange for the FREYR Legacy convertible preferred shares as a part of the Norway Merger) from certain former holders of FREYR Legacy preferred shares in exchange for a number of newly issued shares of Pubco and (f) Norway Merger Sub 1 merged with and into Pubco, with Pubco continuing as the surviving entity (the “Cross-Border Merger”) (the events in (d), (e) and (f), the “Second Closing”) (the transactions contemplated by the Business Combination Agreement collectively, the “Business Combination”).

In accordance with the terms and subject to the conditions of the Business Combination Agreement, upon consummation of the Norway Merger and Cross-Border Merger:

	·	Each issued and outstanding unit of Alussa (an “Alussa Unit”) immediately prior to the effective time of the Cayman Merger (the “Cayman Effective Time”) was separated into its component parts (one Alussa Class A ordinary share and one-half of one Alussa Public Warrant);

	·	Each issued and outstanding Class A ordinary share and Class B ordinary share of Alussa (each an “Alussa Ordinary Share”) immediately prior to the Cayman Effective Time was exchanged for the right of the holder thereof to receive one Pubco ordinary share (a “Pubco Ordinary Share”) or, in the case of dissenting shareholders who properly and validly exercised (and did not waive, withdraw, lose or failed to perfect) their statutory dissenter rights (“Dissent Rights”) with respect to the Cayman Merger under the Companies Act (2021 Revision), as amended of the Cayman Islands (“Cayman Companies Act”), if any, the right to receive the fair value of such holder’s Alussa Ordinary Shares and such other rights as are granted by the Cayman Companies Act;

	·	Each issued and outstanding warrant of Alussa (an “Alussa Warrant”) immediately prior to the Cayman Effective Time was exchanged for one warrant of Pubco (a “Pubco Warrant”);

	·	Each issued and outstanding share of FREYR Legacy, each with a nominal value of, after giving effect to the Norway Demerger, NOK 0.00993, (a “FREYR Legacy Ordinary Share”) immediately prior to the effective time of the Norway Merger was exchanged for the right of the holder thereof to receive corresponding shares of Norway Merger Sub 1;

	·	Each issued and outstanding share of Norway Merger Sub 1 (other than shares of Norway Merger Sub 1 held by Pubco) immediately prior to the effective time of the Cross-Border Merger was exchanged for the right of the holder to receive 0.179038 Pubco Ordinary Shares (the “Exchange Ratio”); and

Each issued and outstanding option or warrant of FREYR Legacy (each a “FREYR Legacy Option” and “FREYR Legacy Warrant,” respectively), after giving effect to the Norway Demerger, immediately prior to the effective time of the Norway Merger, was exchanged for the holder thereof to receive Pubco Options and Pubco Warrants, respectively, determined based on the Exchange Ratio, with the exercise price of each such Pubco Warrant and Pubco Option being equal to the exercise price of the corresponding option or warrant of FREYR Legacy in effect immediately prior to the effective time of the Norway Merger, divided by the Exchange Ratio.

Unless the context otherwise requires, “we,” “us,” “our,” and the “Company” refer to Pubco. All references herein to the “Board” refer to the board of directors of Pubco. All references herein to the “Closing” refer to the closing of the transactions contemplated by the Business Combination Agreement (the “Transactions” or the “Business Combination”), including the Norway Demerger, the Norway Merger, the Cayman Merger, the Cross-Border Merger and the transactions contemplated by subscription agreements entered into by Alussa and certain investors (the “PIPE Investors”) pursuant to which the PIPE Investors subscribed for an aggregate of 60,000,000 Ordinary Shares (the “PIPE Shares”) at a price of $10.00 per share for an aggregate purchase price of $600,000,000 (the “PIPE Investment”).

Item 1.01 Entry into a Material Definitive Agreement

Lock-up Agreements

In connection with the Transactions, as of the date of the Business Combination Agreement, certain FREYR Legacy shareholders, Pubco and Sponsor entered into Lock-Up Agreements. Pursuant to the Lock-Up Agreement, effective as of the date of the Second Closing (the “Second Closing Date”), and subject to certain limited exceptions (including with respect to the ability to pledge their shares as a part of commercial lending arrangements), the applicable FREYR Legacy shareholders and the Sponsor agree not to transfer any Pubco Ordinary Shares (including Pubco Ordinary Shares issued or issuable upon the exercise of FREYR Legacy options or warrants exchanged into options or warrants of Pubco), during the period commencing from the Second Closing and ending on the earliest of (a) one (1) year after the Second Closing Date, (b) a date subsequent to the Second Closing Date, if the last sale price of the Pubco Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Second Closing Date and (c) the date on which Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Pubco’s shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities or other property. The FREYR Legacy shareholders who are party to a Lock-Up Agreement shall be permitted to sell a certain number of Pubco Ordinary Shares to settle their tax liabilities.

The Sponsor also agrees not to transfer any Pubco Warrants (or Pubco Ordinary Shares issued or issuable upon the conversion of the Pubco Warrants), until 30 days after the Second Closing.

The foregoing description of the lock-up agreement is qualified in its entirety by the full text of the form of lock-up agreement, a copy of which is attached hereto as Exhibit 10.1.

Item 2.01 Completion of Acquisition or Disposition of Assets

As previously reported, on June 30, 2021, Alussa held an extraordinary general meeting of shareholders (the “Alussa Special Meeting”) at which Alussa shareholders considered and adopted, among other matters, the proposed Business Combination Agreement. On July 9, 2021, the parties to the Business Combination Agreement consummated the Transactions.

Holders of 18,439,168 Class A ordinary shares of Alussa exercised their right to redeem such shares for cash at a price of approximately $10.08 per share for aggregate payments of approximately $185.9 million. At the Closing:

An aggregate of 17,498,332 Alussa Ordinary Shares were exchanged for an equivalent number of Pubco Ordinary Shares;

An aggregate of 14,375,000 warrants issued by Alussa in connection with its initial public offering were exchanged for an equivalent number of warrants of Pubco (the “Pubco Public Warrants”);

An aggregate of 8,750,000 warrants issued by Alussa in a private placement at the time of Alussa’s initial public offering were exchanged for an equivalent number of warrants of Pubco (the “Pubco Private Warrants”);

An aggregate of 1,500,000 warrants issued by Alussa upon the conversion of working capital loans were exchanged for an equivalent number of warrants of Pubco (the “Pubco Working Capital Warrants” and, together with the Pubco Public Warrants and Pubco Private Warrants, the “Publicly Traded Warrants”);

An aggregate of 209,196,827 FREYR Legacy Ordinary Shares were exchanged for 37,452,359 Pubco Ordinary Shares;

An aggregate of 15,000,000 FREYR Legacy Preferred Shares were exchanged for 1,489,500 Pubco Ordinary Shares;

An aggregate of 15,362,829 FREYR Legacy Warrants were exchanged for 2,750,528 warrants of Pubco; and

An aggregate of 4,749,792 FREYR Legacy Options were exchanged for 850,393 options of Pubco.

Following the Closing, 116,440,191 Ordinary Shares and 24,625,000 Publicly Traded Warrants were listed on New York Stock Exchange (the “NYSE”) under the symbols FREY and FREY WS, respectively.

In addition, following the Second Closing, the Sponsor transferred 100,000 Pubco Private Warrants to Peter Matrai, a member of the board of directors of Pubco, and 50,000 Pubco Private Warrants to each of Jan Arve Haugan, Chief Operating Officer and Deputy Chief Executive Officer of Pubco, Steffen Føreid, Chief Financial Officer of Pubco, Ryuta Kawaguchi, Chief Technology Officer of Pubco, Gery Bonduelle, Executive Vice President, Sales of Pubco, Einar Kilde, Executive Vice President, Projects of Pubco, Tove Ljungquist, Executive Vice President, Operations of Pubco, Are Brautaset, Chief Legal Officer of Pubco, and Hege Norheim, Executive Vice President, Human Resources, Sustainability & Communications of Pubco.

The material conditions of the Business Combination Agreement are described in the definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) included in the Registration Statement on Form S-4 (File No. 333-254743), filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2021, in the subsection titled “The Business Combination Agreement” of the section titled “The Business Combination Proposal” beginning on page 103 of the Proxy Statement/Prospectus, and is incorporated herein by reference.

FORM 10 INFORMATION

Cautionary Note Regarding Forward-Looking Statements

Pubco believes that some of the information in this Current Report on Form 8-K constitutes forward-looking statements for the purposes of federal securities laws. You can identify these statements by forward-looking words such as “may,” “might,” “could,” “will,” “would,” “should,” “expect,” “possible,” “potential,” “anticipate,” “contemplate,” “believe,” “estimate,” “plan,” “predict,” “project,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

discuss future expectations;

contain projections of future results of operations or financial condition; or

state other “forward-looking” information.

Forward-looking statements in this Current Report on Form 8-K may include, for example, statements about:

the expected benefits of the Business Combination;

Pubco’s financial and business performance following the Business Combination, including financial projections and business metrics;

changes in Pubco’s strategy, future operations, financial position, estimated revenues and losses,

projected costs, prospects and plans;

the implementation, market acceptance and success of Pubco’s business models;

Pubco’s ability to scale its manufacturing capability in a cost-effective manner;

developments and projections relating to Pubco’s competitors and industry;

the impact of health epidemics, including the COVID-19 pandemic, on Pubco’s business and the actions Pubco may take in response thereto;

Pubco’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

expectations regarding the time during which Pubco will be an emerging growth company under the JOBS Act;

Pubco’s future capital requirements and sources and uses of cash;

Pubco’s ability to obtain funding for its operations;

Pubco’s business, expansion plans and opportunities;

the outcome of any known and unknown litigation and regulatory proceedings; and

Pubco’s relationship with 24M, including the licensing and services agreement with 24M to use 24M’s process technology and accelerate Pubco’s time to market.

Pubco believes it is important to communicate its expectations to its security holders. However, there may be events in the future that Pubco is not able to predict accurately or over which it has no control. The risk factors and cautionary language discussed in the Proxy Statement/Prospectus, including in the section titled “Risk Factors” beginning on page 63 of the Proxy Statement/Prospectus, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Pubco in such forward-looking statements, including among other things:

changes adversely affecting the battery industry and the development of existing or new technologies;

the effect of the COVID-19 pandemic on Pubco’s business;

the outcome of any legal proceedings that may be instituted against Pubco following the announcement of the Business Combination and transactions contemplated thereby;

the risk that the Business Combination disrupts current plans and operations of Pubco;

Pubco’s ability to recognize the benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Pubco to grow and manage growth profitably;

costs related to the Business Combination;

the failure of 24M technology or Pubco’s batteries to perform as expected;

24M or other future counterparties will provide similar licenses to other manufacturers which will increase Pubco’s competition;

Pubco’s ability to manufacture battery cells and to develop and increase its production capacity in a cost-effective manner;

the electrification of energy sources does not develop as expected, or develops more slowly than expected;

technological developments in existing technologies or new developments in competitive technologies that could adversely affect the demand for Pubco’s battery cells;

general economic conditions;

increases in the cost of electricity or raw materials and components;

Pubco’s ability to protect its intellectual property;

changes in applicable laws or regulations, including environmental and export control laws;

Pubco’s ability to retain key employees;

Pubco’s business strategy and plans;

Pubco’s ability to target and retain customers and suppliers;

the failure to build Pubco’s finance infrastructure and improve its accounting systems and controls;

the inability of Pubco to assert, enforce and otherwise protect against unauthorized use of intellectual property rights licensed from 24M, which could result in its competitors using the intellectual property to offer products;

the outcome of any legal proceedings relating to Pubco’s products and services, including intellectual property or product liability claims;

whether and when Pubco might pay dividends;

the ability of Pubco to source its materials from an ethically- and sustainably-sourced supply chain; and

the result of future financing efforts.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K.

All forward-looking statements included herein attributable to Pubco or any person acting on Pubco’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Pubco undertakes no obligations to update these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events.

Business and Properties

Reference is made to the disclosure contained in the Proxy Statement / Prospectus in the sections titled “Industry Overview” beginning on page 194 and “Information about FREYR” beginning on page 197, each of which is incorporated herein by reference. On June 8, 2021, Legacy FREYR and Mo Industripark amended their Letter of Intent, dated November 20, 2020, to extend from June 30, 2021 to October 31, 2021, the deadline for the offer to FREYR Battery to lease certain areas from Mo Industripark AS.

Risk Factors

Reference is made to the disclosure contained in the Proxy Statement / Prospectus in the section titled “Risk Factors” beginning on page 63, which is incorporated herein by reference.

Selected Historical Information

FREYR Legacy’s selected historical consolidated statements of operations and cash flows information for the years ended December 31, 2020 and 2019 and the three-months ended March 31, 2021 and 2020, and its selected historical consolidated balance sheet information as of December 31, 2020 and 2019 and March 31, 2021 are included in the Proxy Statement/Prospectus in the section titled “Selected Historical Financial Information” in the subsection titled “FREYR” beginning on page 39 of the Proxy Statement/Prospectus, and are incorporated herein by reference. Pubco’s selected historical consolidated balance sheet information as of May 31, 2021 is included in this Current Report on Form 8-K in Exhibit 99.2, and is incorporated herein by reference.

Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information of Pubco for the year ended December 31, 2020 and as of and for the three months ended March 31, 2021 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Reference is made to the disclosure contained in the Proxy Statement/Prospectus in the sections titled “Alussa’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 189 of the Proxy Statement/Prospectus and “FREYR’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 209 of the Proxy Statement/Prospectus, each of which is incorporated herein by reference.

Directors and Executive Officers

Pubco’s directors and executive officers after the consummation of the Business Combination are described in the section titled “Management of Pubco Following the Business Combination” beginning on page 223 of the Proxy Statement/Prospectus, and that information is incorporated herein by reference.

Following the Second Closing, the board of directors of Pubco established three standing committees: an audit and risk committee, a compensation committee and a nomination and corporation governance committee. The members of Pubco's audit and risk committee are Monica Tiúba, Daniel Barcelo and Olaug Svarva, and Monica Tiúba serves as the chairman of the audit and risk committee. The members of Pubco's compensation committee are Jeremy Bezdek and Mimi Berdal, and Jeremy Bezdek serves as the chairman of the compensation committee. The members of Pubco's nomination and corporate governance committee are German Curá and Olaug Svarva, and German Curá serves as chairman of the nomination and corporate governance committee.

Executive and Director Compensation

Prior to the First Closing, the sole shareholder of Pubco approved the compensation to the directors and officers of Pubco as well as to the members of the committees of the board of directors as described below. Such compensation is to be paid per annum on a 12-month basis.

	·	US$ 100,000 per annum to each director of the Company;

	·	US$ 35,000 per annum to the chairperson of the audit and risk committee and US$ 20,000 per annum to each other member of the audit and risk committee;

	·	US$25,000 per annum to the chairperson of the compensation committee and US$ 10,000 per annum to each other member of the compensation committee; and

	·	US$ 25,000 per annum to the chairperson of the nomination and corporate governance committee and US$ 10,000 per annum to each other member of the nomination and corporate governance committee.

A description of the compensation of the named executive officers and directors of FREYR Legacy and the compensation of the named executive officers and directors of Alussa before the consummation of the Business Combination is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation” in the subsections titled ”Alussa Executive Officer and Director Compensation” beginning on page 230 of the Proxy Statement/Prospectus and the subsection titled “FREYR Executive Officer and Director Compensation” beginning on page 230 of the Proxy Statement/Prospectus, and is incorporated herein by reference.

At the Alussa Special Meeting, Alussa shareholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan was also approved by the sole director of Pubco prior to the First Closing. The summary of the 2021 Plan set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation” in the subsection titled “Narrative Disclosure to Named Executive Officers Summary Compensation Table—Pubco’s 2021 Plan” is incorporated herein by reference. A full copy of the 2021 Plan is attached hereto as Exhibit 10.32 and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

PRINCIPAL SECURITYHOLDERS

The following table sets forth information regarding the beneficial ownership of Pubco Ordinary Shares as of July 9, 2021 by:

•

each of Pubco’s current officers and directors;

•

all of Pubco’s current officers and directors as a group;

•

each person known by Pubco to be the beneficial owner of more than 5% of the outstanding Pubco Ordinary Shares;

The beneficial ownership percentages set forth in the table below are based on 116,440,191 Pubco Ordinary Shares issued and outstanding as of July 9, 2021. We have deemed Pubco Ordinary Shares subject to warrants and options that are currently exercisable or exercisable within 60 days of July 9, 2021 to be outstanding and to be beneficially owned by the person holding the warrant or option for the purpose of computing the percentage ownership of that person. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.

Name and Address of Beneficial Owner	Number of Shares		Percentage of Outstanding Shares
Directors and Named Executive Officers:
Daniel Barcelo⁽¹⁾⁽⁷⁾		16,937,500		13.42	%
Mimi Berdal		—		—
Jeremy Bezdek		—		—
German Curá		—		—
Peter Matrai⁽²⁾⁽⁷⁾		5,517,987		4.57	%
Torstein Dale Sjøtveit⁽³⁾		9,229,568		7.93	%
Olaug Svarva⁽⁴⁾		8,951		*
Monica Tiúba		—		—
Tom Einar Jensen⁽²⁾		5,417,987		4.57	%
Steffen Føreid⁽⁷⁾		50,000		*
Ryuta Kawaguchi⁽⁷⁾		50,000		*
Einar Kilde⁽⁷⁾		244,452		*
All Directors and Executive Officers as a group (eighteen (18) persons)⁽⁵⁾⁽⁷⁾		32,297,409		25.06	%
5% Holders:
Alussa Energy Sponsor LLC⁽¹⁾		16,937,500		13.42	%
ATS AS⁽³⁾		9,229,568		7.93	%
Entities affiliated with Teknovekst NUF⁽⁶⁾		8,390,446		7.21	%

Represents beneficial ownership of less than 1%

(1)

Includes 7,187,500 Pubco Ordinary Shares and 9,750,000 Pubco Ordinary Shares subject to warrants, which are exercisable 30 days following the Closing of the Business Combination. Daniel Barcelo may be deemed to beneficially own shares held by the Alussa Energy Sponsor LLC (the “Sponsor”) by virtue of his control over the Sponsor, as its managing member. Mr. Barcelo disclaims beneficial ownership of the Pubco Ordinary Shares held by the Sponsor other than to the extent of his pecuniary interest in such shares.

(2)

Includes 3,241,906 Pubco Ordinary Shares and 2,176,081 Pubco Ordinary Shares subject to warrants, which are exercisable within 60 days of July 9, 2021 held by EDGE Global LLC. Mr. Matrai and Mr. Jensen are co-owners of EDGE Global LLC. Each of Mr. Matrai and Mr. Jensen disclaims beneficial ownership of the shares held by EDGE Global LLC except to the extent of his pecuniary interest therein. The business address of EDGE Global LLC is 325 Chestnut Street, Philadelphia, PA 19106.

(3)

Mr. Sjøtveit and his wife are co-owners and Mr. Sjøtveit is a member and his wife is the chair of the board of directors of ATS Next AS. ATS AS is a wholly-owned subsidiary of ATS Next AS. Mr. Sjøtveit disclaims beneficial ownership of the shares held by ATS Next AS except to the extent of his pecuniary interest therein. The business address of ATS AS is Kleivveien 19 B, 1356, Bekkestua, Norway.

(4)

Includes 8,951 Pubco Ordinary Shares held by Primecon AS. Ms. Svarva and her husband, Jan Helgebostad, are co-owners of Primecon AS. Each of Ms. Svarva and Mr. Helgebostad disclaim beneficial ownership of the shares held by Primecon AS except to the extent of her or his pecuniary interest therein. The address of Primecon AS is Sollerudveien 36, 0283 Oslo.

(5)

Consists of 19,871,328 Pubco Ordinary Shares and 12,426,081 Pubco Ordinary Shares subject to warrants which are exercisable within 60 days of July 9, 2021.

(6)

Includes 8,390,446 Pubco Ordinary Shares held in the aggregate by Teknovekst Invest AS and Vanir Invest I AS (collectively, “Teknovekst”). Teknovekst NUF (a Norwegian branch of Teknovekst Ltd.), Vanir Invest Holding AS and Mr. Slettemoen share the power to direct the vote and disposition of securities held by Teknovekst Invest AS, and Teknovekst NUF holds more than 66.7% of the economic and voting interests in Teknovekst Invest AS. Teknovekst NUF and Vanir Invest Holding AS share the power to direct the vote and disposition of securities held by Vanir Invest I AS, and Teknovekst NUF holds more than 50.0% of the economic and voting interests in Vanir Invest I AS. Mr. Slettemoen is the sole owner and board member of Teknovekst Ltd. and Vanir Invest Holding AS, and directly or indirectly holds all of the ownership of the entities mentioned in this footnote. The business address of each of the entities and Mr. Slettemoen is Statsråd Ihlens vei 13, 2010, Strømmen, Norway.

(7)

Following the Second Closing, the Sponsor transferred 100,000 Pubco Private Warrants to Peter Matrai, a member of the board of directors of Pubco, and 50,000 Pubco Private Warrants to each of Jan Arve Haugan, Steffen Føreid, Ryuta Kawaguchi, Gery Bonduelle, Einar Kilde, Tove Ljungquist, Are Brautaset and Hege Norheim, each members of management of Pubco.

Certain Relationships and Related Person Transactions

Certain relationships and related person transactions are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions” on page 247 of the Proxy Statement/Prospectus, which information is incorporated herein by reference.

Legal Proceedings

Certain law firms have made public statements about carrying out “investigations” in connection with the Business Combination. Three stockholders sent demands to Alussa seeking the issuance of additional disclosures regarding the proposed transaction. Prior to the Second Closing Date, these stockholders agreed that their demands had been rendered moot by certain disclosures made by the Company. In addition, on the Second Closing Date, the Company paid certain fees to the law firms representing the three stockholders and obtained a release of all claims from the stockholders.

Market Price of and Dividends on Common Equity and Related Stockholder Matters

The Ordinary Shares of Pubco began trading on the NYSE under the symbol “FREY” on July 8, 2021. As of immediately after the Closing, there were approximately 96 registered holders of Ordinary Shares.

Pubco has not paid any cash dividends on its Ordinary Shares. Any decision to declare and pay dividends in the future will be made at the sole discretion of the Board and will depend on, among other things, Pubco’s results of operations, cash requirements, financial condition, contractual restrictions and the other factors that the Board may deem relevant.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth below under Item 3.02 of this Current Report on Form 8-K concerning the issuance and sale of certain unregistered securities, which is incorporated herein by reference.

Description of Company’s Securities

The description of Pubco’s securities is contained in the Proxy Statement/Prospectus in the section titled “Description of Pubco Securities” beginning on page 255 of the Proxy Statement/Prospectus and that information is incorporated herein by reference.

Indemnification of Officers and Directors

Reference is made to the disclosure of indemnification obligations to directors and executive officers in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions” in the subsection titled “Transactions Related to the Business Combination—Indemnification Agreements”, beginning on page 254 of the Proxy Statement/Prospectus, and in the section “The Business Combination Proposal” in the subsection titled “Final Amended Pubco Articles—Pubco Articles—Indemnification” beginning on page 142 of the Proxy Statement/Prospectus.

Change in the Registrant’s Certifying Accountant

Not Applicable.

Financial Statements and Exhibits

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities

At the Closing, an aggregate of 209,196,827 FREYR Legacy Ordinary Shares were exchanged for 37,452,359 Ordinary Shares of Pubco, 15,000,000 FREYR Legacy Preferred Shares were exchanged for 1,489,500 Pubco Ordinary Shares, 15,362,829 FREYR Legacy Warrants were exchanged for 2,750,528 warrants of Pubco; and 4,749,792 FREYR Legacy Options were exchanged for 850,393 options of Pubco in reliance upon the exemptions provided under Regulation S promulgated under the Securities Act and Section 4(a)(2) of the Securities Act. Pursuant to a registration rights agreement entered into prior to the First Closing (the “Registration Rights Agreement”), we agreed that, within thirty (30) calendar days of the Closing, we will file with the SEC a resale registration statement registering the resale of certain Pubco Ordinary Shares and other equity securities of Pubco that are held by certain former shareholders of FREYR Legacy. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, the form of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Concurrently with the execution of the Business Combination Agreement, Alussa and Pubco entered into subscription agreements (the “Subscription Agreements”) with each of the PIPE Investors, pursuant to which, at the Closing, the PIPE Investors subscribed for and purchased an aggregate of 60,000,000 PIPE Shares at a price of $10.00 per share for aggregate proceeds of $600,000,000. The PIPE Shares have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pursuant to the Subscription Agreements, we agreed that, within thirty (30) calendar days of the Closing Date, we will file with the SEC (at our sole cost and expense) a registration statement registering the resale of the PIPE Shares. The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, the form of which is attached hereto as Exhibit 10.6 and is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

Reference is made to the disclosure in the Proxy Statement/Prospectus in the subsection titled “The Business Combination Agreement” in the section titled “Business Combination Proposal”, beginning on page 103 of the Proxy Statement/Prospectus, which information is incorporated herein by reference. Further reference is made to the information in Item 2.01 to this Current Report on Form 8-K, which information is incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Transactions, Pubco ceased to be a shell company upon the Closing. The material terms of the Transactions are described in the section entitled “Business Combination Proposal” beginning on page 103 of the Proxy Statement/Prospectus and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

FREYR Battery announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, FREYR Battery’s website (www.freyrbattery.com), its investor relations website (ir.freyrbattery.com/overview/), and its news site (ir.freyrbattery.com/ir-news). FREYR Battery uses these channels, as well as social media, including its Twitter account (@FREYRBattery), LinkedIn account www.linkedin.com/company/freyrbattery, and Youtube page https://www.youtube.com/channel/UCo0NLMtaYsf2HfnDe6XtFLw , to communicate with investors and the public news and developments about FREYR Battery and other matters. Therefore, FREYR Battery encourages investors, the media, and others interested in FREYR Battery to review the information it makes public in these locations, as such information could be deemed to be material information.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The balance sheet of FREYR Battery as of May 31, 2021 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.

The financial statements of Alussa as of December 31, 2020 and 2019, for the year ended December 31, 2020 and for the period from June 13, 2019 (inception) through December 31, 2019 and the related notes thereto and report of independent registered public accounting firm, and the unaudited financial statements of Alussa for the three months ended March 31, 2021 and 2020 and the related notes thereto are set forth in the Proxy Statement/Prospectus beginning on page F-49and are incorporated herein by reference.

The financial statements of FREYR Legacy as of December 31, 2020 and 2019 and for the years then ended and the related notes thereto and report of independent registered public accounting firm, and the unaudited financial statements of FREYR Legacy for the three months ended March 31, 2021 and 2020 and the related notes thereto are set forth in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference.

(b) Pro forma financial information.

(d) Exhibits

Incorporated by reference

Filed or
Furnished
Herewith

Exhibit
No.

Description

Form

File
No.

Exhibit
No.

Date
Filed

2.1

Business Combination Agreement, dated as of January 29, 2021, by and among Alussa, FREYR, Sponsor, Pubco, Norway Merger Sub 1, Norway Merger Sub 2, Cayman Merger Sub, the Shareholder Representative and the Major Shareholders.

S-4

333-254743

2.1

3/26/2021

2.2

Plan of Merger (included as Annex C to the proxy statement/prospectus).

S-4

333-254743

2.2

3/26/2021

3.1

Consolidated Articles of Association of Pubco as of July 9, 2021

4.1

Form of Warrant Agreement between Alussa Energy Acquisition Corp., FREYR Battery and Continental Stock Transfer & Trust Company.

S-4/A

333-254743

4.1

5/27/2021

4.2

Specimen Warrant Certificate of Pubco (included in Exhibit 4.1).

10.1

Form of Lock-up Agreement (incorporated by reference to Annex E of FREYR Battery’s Form S-4).

S-4

333-254743

3/26/2021

10.2

Form of Registration Rights Agreement (incorporated by reference to Annex F of FREYR Battery’s Form S-4).

S-4

333-254743

3/26/2021

10.3

Form of Purchaser Shareholder Irrevocable Undertakings (incorporated by reference to Annex H of FREYR Battery’s Form S-4).

S-4

333-254743

3/26/2021

10.4

Form of FREYR Shareholder Irrevocable Undertakings (incorporated by reference to Annex I of FREYR Battery’s Form S-4).

S-4

333-254743

3/26/2021

10.5	Form of Preferred Share Acquisition Agreement (incorporated by reference to Annex J of FREYR Battery’s Form S-4).	S-4	333-254743		3/26/2021
10.6	Form of Subscription Agreement (incorporated by reference to Annex G of FREYR Battery’s Form S-4).	S-4	333-254743		3/26/2021
10.7	Engagement Agreement, dated March 1, 2019, by and between FREYR AS and EDGE Global LLC.	S-4	333-254743	10.1	3/26/2021
10.8	Amendment to the March 2019 Engagement Agreement, dated July 1, 2020, by and between FREYR AS and EDGE Global LLC.	S-4	333-254743	10.2	3/26/2021
10.9†	License and Services Agreement, entered into on December 15, 2020, between 24M Technologies, Inc. and FREYR AS.	S-4/A	333-254743	10.3	5/7/2021
10.10†	First Amendment to License and Services Agreement, entered into on January 18, 2021, by and between 24M Technologies, Inc. and FREYR AS.	S-4/A	333-254743	10.4	5/7/2021
10.12	Letter of Intent between FREYR and Mo Industripark AS, dated 20 November 2020 regarding rental of building and first right of refusal for certain areas.	S-4	333-254743	10.5	3/26/2021
10.13	Amendment No. 1 to Letter of Intent between FREYR and Mo Industripark AS, dated 20 November 2020 regarding rental of building and first right of refusal for certain areas.					X
10.14+	Employment Agreement entered into on May 18, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Einar Kilde.	S-4/A	333-254743	10.6	5/7/2021
10.15+	Employment Agreement entered into on May 18, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Steffen Føreid.	S-4/A	333-254743	10.7	5/27/2021
10.16+	Employment Agreement entered into on May 18, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Tove Nilsen Ljungquist.	S-4/A	333-254743	10.8	5/27/2021
10.17+	Employment Agreement entered into on May 18, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Ryuta Kawaguchi.	S-4/A	333-254743	10.9	5/27/2021
10.18+	Employment Agreement entered into on May 18, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Are Brautaset.	S-4/A	333-254743	10.10	5/27/2021
10.19+	Employment Agreement entered into on May 26, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Jan Arve Haugan.	S-4/A	333-254743	10.11	5/27/2021
10.20+	Employment Agreement entered into on May 18, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Hege Marie Norheim.	S-4/A	333-254743	10.12	5/27/2021
10.21+	Employment Agreement entered into on May 14, 2021 between FREYR Battery and Gery Bonduelle.	S-4/A	333-254743	10.13	5/27/2021
10.22+	Consultancy Agreement entered into on May 14, 2021 between FREYR Battery and Peter Matrai.	S-4/A	333-254743	10.14	5/27/2021

10.23+	Employment Agreement entered into on April 15, 2021 between FREYR AS and Kunwoo Lee.	S-4/A	333-254743	10.15	5/27/2021
10.24+	Executive Chairman Agreement entered into on June 6, 2021 between FREYR Battery and Torstein Dale Sjøtveit.					X
10.25+	Employment Agreement entered into on June 16, 2021 between FREYR AS and Tom Einar Jensen.					X
10.26+	FREYR AS Incentive Stock Option Plan, dated November 9, 2019.	S-4	333-254743	10.14	3/26/2021
10.27+	Option agreement by and between FREYR and EDGE Global LLC, dated May 15, 2019.	S-4	333-254743	10.15	3/26/2021
10.28+	Option agreement by and between FREYR and Steffen Føreid, dated July 24, 2020.	S-4	333-254743	10.16	3/26/2021
10.29+	Option agreement by and between FREYR and Tove Nilsen Ljungquist, dated September 30, 2020.	S-4	333-254743	10.17	3/26/2021
10.30+	Option agreement by and between FREYR and Jan Arve Haugan, dated December 31, 2020.	S-4	333-254743	10.18	3/26/2021
10.31+	Form of 2021 Equity Incentive Plan of Pubco (included as Annex D to the proxy statement/prospectus).	S-4	333-254743	10.19	3/26/2021
10.32	Investment Agreement by and between FREYR AS and Sumisho Metalex Corporation, dated December 4, 2020.	S-4	333-254743	10.20	3/26/2021
10.33	Promissory Note, dated as of June 14, 2019 issued to Alussa Energy Sponsor LLC.	S-1	333-234440	10.1	11/1/2019
10.34	Letter Agreement, dated November 25, 2019, by and among Alussa Energy Acquisition Corp., its officers, directors, Encompass Capital Advisors LLC and Alussa Energy Sponsor LLC.	8-K	001-39145	10.1	11/29/2019
10.35	Administrative Services Agreement, dated November 25, 2019, by and between Alussa Energy Acquisition Corp. and Alussa Energy Sponsor LLC.	8-K	001-39145	10.2	11/29/2019
10.36	Investment Management Trust Agreement, November 25, 2019, by and between Alussa Energy Acquisition Corp. and Continental Stock Transfer & Trust Company, as trustee.	8-K	001-39145	10.2	11/29/2019
10.37	Registration Rights Agreement, dated November 25, 2019, by and among Alussa Energy Acquisition Corp. and certain security holders.	8-K	001-39145	10.4	11/29/2019
10.38	Private Placement Warrants Purchase Agreement, dated November 25, 2019, by and between Alussa Energy Acquisition Corp. and Alussa Energy Sponsor LLC.	8-K	001-39145	10.5	11/29/2019
10.39	Warrant Agreement, dated November 25, 2019, by and between Alussa Energy Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent.	8-K	001-39145	4.1	11/29/2019
10.40	Securities Subscription Agreement, dated June 14, 2019, between Alussa Energy Acquisition Corp. and Alussa Energy Sponsor LLC.	S-1	333-234440	10.5	11/1/2019
10.41	Form of Indemnity Agreement.	S-1/A	333-234440	10.7	11/19/2019
21.1	Subsidiaries of the Registrant.					X

99.1		Unaudited pro forma condensed combined financial information of Pubco for the year ended December 31, 2020 and as of and for the three months ended March 31, 2021.					X
99.2		Balance Sheet of FREYR Battery as of May 31, 2021.					X

+ Indicates management or compensatory plan.

† Portions of this exhibit have been omitted in accordance with Item 601 of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FREYR BATTERY

	By:	/s/ Steffen Føreid
		Name:	Steffen Føreid
		Title:	Chief Financial Officer

Dated: July 13, 2021

Exhibit 3.1

Société anonyme
412F, route d'Esch
L-2086 Luxembourg
R.C.S. Luxembourg B251199

STATUTS COORDONNES
du 9 juillet 2021

Public Articles of Association

As Adopted on 09.07.2021

Article 1. Form, Name

There exists among the shareholders and all those who may become owners of the Shares hereafter a company in the form of a société anonyme, under the name of "FREYR Battery" (the "Company").

Article 2. Duration

The Company is established for an undetermined duration.

Article 3. Registered office

3.1            The Company has its registered office in the City of Luxembourg, Grand-Duchy of Luxembourg.

3.2            Within the same municipality, the registered office may be transferred by means of a decision of the Board of Directors. It may be transferred to any other municipality in the Grand Duchy of Luxembourg by means of a decision of the Board of Directors (in which case the Board of Directors shall have the power to amend these Articles accordingly) or a resolution of the General Meeting, adopted in the manner required for an amendment of these Articles.

3.3            The Company may have offices and branches, both in Luxembourg and abroad.

3.4            In the event that the Board of Directors determines that extraordinary political, economic or social developments have occurred or are imminent that would interfere with the normal activities of the Company at its registered office, or with the ease of communications between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these abnormal circumstances; such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg company.

Article 4. Purpose, Object

4.1            The object of the Company is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies, or other entities or enterprises, the acquisition by purchase, subscription, or in any other manner as well as the transfer by sale, exchange or otherwise of stock, bonds, debentures, notes and other securities or rights of any kind including interests in partnerships, and the holding, acquisition, disposal, investment in any manner (in), development, licensing or sub licensing of, any patents or other intellectual property rights of any nature or origin as well as the ownership, administration, development and management of its portfolio. The Company may carry out its business through branches in Luxembourg or abroad.

4.2            The Company may borrow in any form and proceed to a private or public issue of shares, bonds, convertible bonds and debentures or any other securities or instruments it deems fit.

4.3            In a general fashion it may grant assistance (by way of loans, advances, guarantees or securities or otherwise) to companies or other enterprises in which the Company has an interest or which form part of the group of companies to which the Company belongs or any entity as the Company may deem fit, take any controlling, management, administrative and/or supervisory measures and carry out any operation which it may deem useful in the accomplishment and development of its purposes.

4.4            The Company may perform all commercial, technical and financial or other operations, connected directly or indirectly in all areas in order to facilitate the accomplishment of its purpose.

4.5            Finally, the Company may conduct, or be involved in any way in, directly or indirectly, the development, financing, construction and operation of batteries and/or battery cells, as well as the production of any materials required for battery cell manufacturing, and sales of batteries and/or battery cells into markets including but without limitation, electric mobility, energy storage systems as well as marine and aviation applications and any related or connected activity.

Article 5. Share capital

5.1            Issued Share Capital

The Company has an issued share capital of one hundred sixteen million four hundred forty thousand one hundred ninety-one US Dollars (USD 116,440,191) represented by a total of one hundred sixteen million four hundred forty thousand one hundred ninety-one (116,440,191) fully paid ordinary shares (the “Ordinary Shares”) without nominal value with such rights and obligations as set forth in the present Articles.

5.2            Authorised Share Capital

5.2.1          The authorised share capital of the Company (including the issued share capital other than the Initial Shares) is set at two hundred forty-five million US Dollars (USD 245,000,000) to be represented by two hundred forty-five million (245,000,000) Ordinary Shares without nominal value.

5.2.2          The authorised un-issued share capital (and any authorisation granted to the Board of Directors in relation thereto) shall be valid for a period ending on the date which falls five years after the publication in the RESA of the extraordinary general meeting of shareholders of the Company held on 20 May 2021.

5.2.3          The Board of Directors, or any delegate(s) duly appointed by the Board of Directors, may from time to time, during the period referred to in Article 5.2.2, issue Ordinary Shares (or any rights, securities or other entitlement to Ordinary Shares (including but not limited to convertible bonds or notes, warrants and options)) as it determines within the limits of the authorised un-issued share capital against contributions in cash, contributions in kind or by way of incorporation of available reserves and as dividends or other distributions whether in lieu of cash dividend or other distribution payments or otherwise, at such times and on such terms and conditions, including the issue price, and to such person(s) as the Board of Directors or its delegate(s) may in its or their discretion resolve, without reserving any preferential or pre-emptive subscription rights to existing Shareholders (including in case of issue of shares by way of incorporation of reserves). The Board of Directors is authorised during the period referred to in Article 5.2.2. to waive, suppress or limit any preferential or pre-emptive subscription rights of existing Shareholders to the extent the Board of Directors deems such waiver, suppression or limitation advisable for any issue or issues of Ordinary Shares (or any rights, securities or other entitlement to Ordinary Shares) within the authorised (un-issued) Share capital.

In addition, the Board of Directors may allocate, within the limits of the authorised share capital, existing Shares or new Shares, including free of charge, to directors, officers and staff members of the Company or of companies or other entities in which the Company holds directly or indirectly at least 10 per cent of the capital or voting rights. The authorisation granted in this clause shall by operation of law, operate as a waiver by existing Shareholders of their preferential subscription right for the benefit of the recipients of such Shares allotted free of charge. The Board of Directors may determine the terms and conditions of such allocation, which may comprise a period after which the allocation is final and a minimum holding period during which the recipients must retain the Shares.

5.2.4         Upon an issue of Ordinary Shares within the authorised share capital the Board of Directors shall cause Article 5.1 to be amended accordingly.

5.3            The issued and/or authorised unissued capital of the Company may be increased, reduced, amended or extended one or several times by a resolution of the General Meeting of Shareholders adopted in compliance with the quorum and majority rules applicable to the amendment of these Articles.

5.4            The Company may not issue fractional Shares and no fractions of Shares shall exist at any time. The Board of Directors shall however be authorised at its discretion to provide for the payment of cash or the issuance of scrip in lieu of any fraction of a Share.

5.5            The Company or its subsidiaries may proceed to the purchase or repurchase of its own Shares and may hold Shares in treasury, each time subject to the conditions and within the limits laid down by law and it may proceed to the cancellation of all or part of the Shares held in treasury and the Board of Directors is authorised to record such cancellation and if it deems fit the corresponding reduction of share capital in the Articles.

5.6            Any share premium paid on the issue of Shares shall be freely distributable in accordance with the provisions of these Articles.

5.7            Redemption of Initial Shares

5.7.1          The Initial Shares are redeemable at any time by the Company pursuant to these Articles upon a decision of the Board of Directors or any delegate(s) duly appointed by the Board of Directors subject to the Company retaining at least the minimum share capital provided for by law. The Initial Shares shall be redeemed at a price equal to their par value. Initial Shares so redeemed shall be cancelled and the share capital of the Company may be reduced accordingly. The Board of Directors shall record such cancellation in the present Articles and remove the entirety of this Article 5.7 and any other reference to the Initial Shares from these Articles.

5.7.2          Following the redemption of the Initial Shares, their holder(s) shall cease to be shareholders in the Company with respect to the Initial Shares, except for the right to payment of the redemption price referred to in Article 5.7.1, and shall have no further right against the Company under the Initial Shares.

5.7.3          Payment of the redemption price shall be made by the Company to the bank account indicated by the Shareholder(s) concerned. In the event the Shareholder(s) concerned does/do not indicate a bank account to which the redemption price due to it shall be transferred, the Company may either deposit such amount to an account opened for such purpose or send a cheque for such amount to the last address of such Shareholder(s) appearing in the register of Shares or known to the Company, each time at the sole risk and cost of the relevant Shareholder(s).

Article 6. Shares

6.1            Shares of the Company are in registered form only.

6.2            A register of Shares will be kept by the Company. Ownership of registered Shares will be established by inscription in the said register or in the event separate registrars have been appointed pursuant to Article 6.3, such separate register. Without prejudice to the conditions for transfer by book entry in the case provided for in Article 6.6 or as the case may be, applicable law, a transfer of registered Shares shall be carried out by means of a declaration of transfer entered in the relevant register, dated and signed by the transferor and the transferee or by their duly authorised representatives. The Company may accept and enter in the relevant register a transfer on the basis of correspondence or other documents recording the agreement between the transferor and the transferee.

6.3            The Company may appoint registrars in different jurisdictions who will each maintain a separate register for the registered Shares entered therein and the holders of Shares may elect to be entered in one of the registers and to be transferred from time to time from one register to another register. The Board of Directors may however impose transfer restrictions for Shares that are registered, listed, quoted, dealt in, or have been placed in certain jurisdictions in compliance with the requirements applicable therein. The transfer to the register kept at the Company's registered office may always be requested.

6.4            Subject to the provisions of Article 6.6, the Company may consider the person in whose name the registered Shares are registered in the register(s) of Shareholders as the full owner of such registered Shares. Each holder of registered Shares shall provide a postal address to which all notices or announcements from the Company may be sent. In the event a holder does not provide such address, the Company may permit a notice to this effect to be entered into the register(s) of Shareholders and such holder's address will be deemed to be at the registered office of the Company or such other address as may be so entered by the Company from time to time, until a different address shall be provided to the Company by such holder. The holder may, at any time, change his address as entered in the register(s) of Shareholders by means of written notification to the Company or the relevant register. A holder of registered Shares may also elect in writing to receive all notices or announcements of the Company via email in which case the holder shall also provide the Company with an e-mail address. In such case, all notices or announcements may be validly made to such e-mail address. A holder may cancel such election by sending a notice to this effect to the Company. Such election or cancellation shall be effective at the latest five (5) Luxembourg bank business days after receipt by the Company of the relevant notice.

6.5            The Board of Directors may decide that no entry shall be made in the register(s) of Shareholders and no notice of a transfer shall be recognised by the Company or a registrar during the period starting on the fifth (5) business day before the date of a General Meeting and ending at the close of that General Meeting, unless the Board of Directors sets a shorter time limit or unless otherwise mandatorily required by law.

6.6            Where Shares are recorded in the register(s) of Shareholders on behalf of one or more persons in the name of a securities settlement system or the operator of such a system or in the name of a professional securities depositary or any other depositary (such systems, professionals or other depositaries being referred to hereinafter as "Depositaries") or of a sub-depositary designated by one or more Depositaries, the Company - subject to having received from the Depositary with whom those Shares are kept in account a certificate or confirmation in proper form - will permit those persons to exercise the rights attached to those Shares, including admission to and (to the extent the relevant Shares carry voting rights) voting at General Meetings. The Board of Directors may determine the formal requirements with which such certificates must comply. Notwithstanding the foregoing, the Company may make dividend payments and any other payments in cash, Shares or other securities only to the Depositary or sub-depositary recorded in the register(s) or in accordance with its instructions, and such payment will effect full discharge of the Company's obligations.

6.7            All communications and notices to be given to a registered Shareholder shall be deemed validly made to the latest postal address or, if applicable, e-mail address communicated by the Shareholder to the Company.

Article 7. Voting of shares

Each Share shall carry one vote unless otherwise provided for by these Articles or by law.

Article 8. Management of the Company — Board of Directors

8.1            The Company shall be managed by a Board of Directors which is vested with the broadest powers to manage the business of the Company and to authorise and/or perform all acts of disposal, management and administration falling within the purposes of the Company. The Board of Directors in particular (but without limitation) determines the strategy of the Company and its group.

8.2            All powers not expressly reserved by the law or by the Articles to the General Meeting hall be within the competence of the Board of Directors.

8.3            Except as otherwise provided herein or by law, the Board of Directors of the Company is uthorised to take such action (by resolution or otherwise) and to adopt such provisions as shall be necessary, appropriate, convenient or deemed fit to implement the purpose of the Company.

Article 9. Composition of the Board of Directors

9.1            The Company shall be managed by a Board of Directors composed of no less than eight 8) Directors who may but do not need to be Shareholders of the Company.

9.2            The Directors are appointed by the General Meeting of Shareholders for a period not exceeding six (6) years and until their successors are elected; provided however that any one or more of the Directors may be removed with or without cause (ad nutum) by the General Meeting of Shareholders by a simple majority of the votes cast at a General Meeting of Shareholders. The General Meeting shall ratify the compensation of the Directors.

9.3            In the event of a vacancy in the office of a Director because of death, retirement, resignation, dismissal, removal or otherwise, the remaining Directors appointed by a General Meeting may fill such vacancy by simple majority vote and appoint a successor to act until the next General Meeting of Shareholders.

9.4            (A) Unless otherwise determined by the Board of Directors, candidates for election to the Board must provide to the Company, (i) a written completed questionnaire with respect to the background and qualification of such person (which questionnaire shall be provided by the Company upon written request), (ii) such information as the Company may request including without limitation as may be required, necessary or appropriate pursuant to any laws or regulation applicable to the Company (including any rules, policies or regulation of any securities market where Shares of the Company are listed or trading) and (iii) the written representation and undertaking that such person is in compliance, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading and other policies and guidelines of the Company or under applicable law that are applicable to Directors. (B) Any candidate to be considered must comply as to his/her qualification and affiliations with any laws, regulations, rules or policies applicable to the Company (including any rules, policies or regulation of any securities market where Shares of the Company are listed or admitted to trading).

9.5            Any proposal by Shareholder(s) (the "Nominating Shareholder(s)"), of candidate(s) for election to the Board of Directors by the General Meeting (a "Proposal") must be (i) made by one or more Shareholders who together hold at least ten percent (10%) of the subscribed share capital of the Company and (ii) received by the Company in writing pursuant to the provisions set forth hereafter, unless otherwise expressly provided by mandatory law:

9.5.1          Notice of Candidates — Timing

Any Proposal must be made to the Company by timely written notice by the Nominating Shareholder(s) (the "Notice of Candidates"). To be timely, the Notice of Candidates must be received at the registered office of the Company by the following dates prior to the relevant General Meeting where the election of members to the Board is on the agenda:

(i)              in the case of a Proposal for election to the Board at an annual General Meeting, not less than ninety (90) days and no more than one hundred and twenty (120) days prior to the one (1) year anniversary of the first mailing of the notice relating to the preceding year's annual General Meeting; provided that, in the event the date of such annual General Meeting is advanced by more than thirty (30) days prior to, or delayed by more than thirty (30) days after, the one (1) year anniversary of the previous year's annual General Meeting, the Notice of Candidates must be received in writing by the Company not earlier than the close of business (local time, CET) on the one hundred and twentieth (120th) day prior to such annual General Meeting and not later than the close of business (CET) on the later of the ninetieth (90th) day prior to such annual General Meeting and the tenth (10th) day following the day on which the first public announcement of such (advanced or delayed) annual General Meeting is made;

(ii)             in the case of a Proposal for election to the Board at a General Meeting other than the annual General Meeting (it being understood that such Proposal is only admissible if the election of members to the Board is referenced as an agenda item of such General Meeting), the Notice of Candidates in writing must be received by the Company not earlier than the close of business (local time, CET) on the one hundred and twentieth (120t^h) day prior to such General Meeting and not later than the close of business (CET) on the later of the ninetieth (90^th) day prior to such General Meeting and the tenth (10^th) day following the day on which the first public announcement of such General Meeting is made.

(iii)            An adjournment, postponement or deferral, or announcement of an adjournment, postponement or deferral, of an annual or other General Meeting will not commence a new time period (or extend any time period) for the receipt of a Notice of Candidates by the Company.

9.5.2          The Notice of Candidates must at least include the following information or evidence:

(i)

the name and record address of each Nominating Shareholder;

(ii)

a representation that each Nominating Shareholder is a holder of Shares of the Company and intends to appear in person or by proxy at the General Meeting to make the Proposal, and the evidence of such Nominating Shareholder's holding of Shares;

(iii)

the written consent of the candidate contained therein to being named as a candidate for the election to the Board and in any announcement, proxy statement or other document, and to serve as a Director of the Company if elected;

(iv)

the information under Article 9.4 as to the candidate named therein and evidence that the candidate named therein complies with the provisions of Article 9.4(B); and the written representation by the Nominating Shareholder(s) and by the candidate contained therein that such information and evidence is true, correct and up to date;

(v)

the written undertaking by the candidate to promptly provide such further information and/or evidence as may be required by the Company pursuant to Article 9.4;

(vi)

the written undertaking by the Nominating Shareholder(s) to provide the Company promptly with any information or evidence reasonably requested by the Company in order for the Company to comply with any laws, regulations, rules or policies applicable to the Company (including any rules, policies or regulation of any securities market where Shares of the Company are listed or trading).

9.5.3          If the Nominating Shareholder(s) (or a qualified representative thereof) does not appear at the applicable General Meeting to make the Proposal, such Proposal shall be disregarded, notwithstanding that proxies in respect thereof may have been received by the Company.

Article 10.         Chairperson

10.1          The Board of Directors shall, to the extent required by law and otherwise may, appoint the chairperson (the "Chairperson") of the Board of Directors amongst its members. The Chairperson shall preside over all meetings of the Board of Directors and of Shareholders. In the absence of the Chairperson, an ad hoc chairperson elected by the Board shall chair the relevant meeting.

10.2          In case of a tie, neither the person chairing the meeting nor any other Board member shall have a casting (tie breaking) vote.

Article 11.         Board Proceedings

11.1          The Board of Directors shall meet upon call by (or on behalf of) the Chairperson or any two (2) Directors.

11.2          Notice of any meeting of the Board of Directors must be given by letter, telephone, facsimile transmission or e-mail to each Director at least seven (7) days before the meeting, except in the case of an emergency. No convening notice shall be required for meetings held pursuant to a schedule previously approved by the Board and communicated to all Board members. A meeting of the Board may also be validly held without convening notice to the extent the Directors present or represented do not object and those Directors not present or represented (other than conflicted Directors) have waived the convening notice in writing, fax, email or otherwise.

11.3          Any Director may act at any meeting of the Board of Directors by appointing in writing by letter or by cable, telegram, facsimile transmission or e-mail another Director as his proxy. A Director may not represent more than one of the Directors.

11.4            The duly convened meeting of the Board of Directors shall be duly constituted and may validly deliberate if a majority of all Directors in office (and entitled to vote) is present or represented. Resolutions put to the vote shall be passed only if approved by a simple majority of affirmative votes of the Directors present or represented (and entitled to vote).

11.5            Meetings of the Board of Directors may be validly held at any time and in all circumstances by means of telephonic conference call, videoconference or any other means which allow the identification of the relevant Director and which permit the participants to communicate with each other. A Director attending in such manner shall be deemed present at the meeting for as long as he is connected.

11.6            The Board of Directors may also in all circumstances with unanimous consent of those Directors entitled to vote pass resolutions by circular means and written resolutions signed by all members of the Board of Directors entitled to vote will be as valid and effective as if passed at a meeting duly convened and held. Such signatures may appear on a single document or multiple copies of an identical resolution and may be evidenced by letters, cables, facsimile transmission or e-mail.

11.7            The minutes of any meeting of the Board of Directors (or copies or extracts of such minutes which may be produced in judicial proceedings or otherwise) shall be signed by the Chairperson of the Board, the ad hoc chairperson of the relevant meeting or by any two (2) Directors or as resolved at the relevant Board meeting or any subsequent Board meeting. Minutes or resolutions of the Board (or copies or extracts thereof) may further be certified by the secretary of the Board.

Article 12.      Delegation of power, committees, secretary

12.1            The Board may delegate the daily management of the business of the Company, as well as the power to represent the Company in its day to day business, to individual Directors or other officers or agents of the Company (with power to sub-delegate). In addition the Board of Directors may delegate the daily management of the business of the Company, as well as the power to represent the Company in its day to day business to an executive or other committee as it deems fit. The Board of Directors shall determine the conditions of appointment and dismissal as well as the remuneration and powers of any such person or persons so appointed.

12.2            The Board of Directors shall establish an audit and risk committee, a compensation committee and a nomination and corporate governance committee for which it shall appoint the members, determine the powers and authorities as well as the procedures and such other rules as may be applicable thereto. The compensation committee and the nomination and corporate governance committee may (but do not need to) constitute a single committee. In addition thereto, the Board of Directors may (but shall not be obliged to unless required by law) establish one or more additional committees for which it shall, if one or more of such committees are set up, appoint the members, determine the purpose, powers and authorities as well as the procedures and such other rules as may be applicable thereto. Each committee shall include such number of members who are Independent Directors, and shall be chaired by an Independent Director, as and if required by the rules, policies or regulations of any securities market on which the Shares of the Company are listed or trading and which are applicable to the Company.

12.3            The Board of Directors may appoint a secretary of the Company who may but does not need to be a member of the Board of Directors and determine his/her responsibilities, powers and authorities.

Article 13.      Binding Signature

The Company will be bound by the joint signatures of any two (2) Directors or by the sole or joint signatures of any persons to whom such signatory power shall have been delegated by the Board of Directors. For the avoidance of doubt, for acts regarding the daily management of the Company, the Company will be bound by the sole signature of its Chief Executive Officer or any person or persons to whom such signatory power is delegated by the Board of Directors (with or without power of substitution).

Article 14.      Liability of the Directors

14.1            The Directors are not held personally liable for the indebtedness or other obligations of the Company. As agents of the Company, they are responsible for the performance of their duties.

14.2            Subject to the exceptions and limitations listed below, every person who is, or has been, a director or officer of the Company or a direct or indirect Subsidiary of the Company shall be indemnified by the Company to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding which he or she becomes involved as a party or otherwise by virtue of his or her being or having been such director or officer and against amounts paid or incurred by him or her in the settlement thereof. The words "claim", "action", "suit" or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal or otherwise including appeals) actual or threatened and the words "liability" and "expenses" shall include without limitation attorneys' fees, costs, judgments, amounts paid in settlement and other liabilities.

14.3            No indemnification shall be provided to any director or officer of the Company or a direct or indirect Subsidiary of the Company:

14.3.1            Against any liability to the Company or its Shareholders by reason of wilful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office;

14.3.2            With respect to any matter as to which he/she shall have been finally adjudicated to have acted in bad faith and not in the interest of the Company (or as the case may be the relevant subsidiary); or

14.3.3            In the event of a settlement, unless the settlement has been approved by a court of competent jurisdiction or by the Board.

14.4            The Company may, to the fullest extent permitted by law, purchase and maintain insurance or furnish similar protection or make other arrangements, including, but not limited to, providing a trust fund, letter of credit, or surety bond on behalf of a director or officer of the Company or a direct or indirect Subsidiary of the Company against any liability asserted against him/her or incurred by or on behalf of him/her in his/her capacity as a director or officer of the Company or a direct or indirect Subsidiary of the Company.

14.5            The right of indemnification herein provided shall be severable, shall not affect any other rights to which any director or officer of the Company or a direct or indirect Subsidiary of the Company may now or hereafter be entitled, shall continue as to a person who has ceased to be such director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person. The right to indemnification provided herein is not exclusive and nothing contained herein shall affect any rights to indemnification to which corporate personnel, including directors and officers, may be entitled by contract or otherwise under law.

14.6            Expenses in connection with the preparation and representation of a defence of any claim, action, suit or proceeding of the character described in this Article shall be advanced by the Company prior to final disposition thereof upon receipt of any undertaking by or on behalf of the officer or director, to repay such amount if it is ultimately determined that he/she is not entitled to indemnification under this Article.

Article 15.      Conflicts of Interest

15.1            No contract or other transaction between the Company and any other company or firm shall be affected or invalidated by the fact that any one or more of the Directors or officers of the Company is financially interested in, or is a director, associate, officer, agent, adviser or employee of such other company or firm. Any Director or officer who serves as a director, officer or employee or otherwise of any company or firm with which the Company shall contract or otherwise engage in business shall not, by reason of such affiliation with such other company or firm only, be prevented from considering and voting or acting upon any matters with respect to such contract or other business.

15.2            In the case of a conflict of interest of a Director, such Director shall indicate such conflict of interest to the Board and shall not deliberate or vote on the relevant matter. Any conflict of interest arising at Board level shall be reported to the next General Meeting of Shareholders before any resolution is put to vote.

Article 16.      Meetings of the Shareholders of the Company

16.1            Any regularly constituted General Meeting shall represent the entire body of Shareholders. It shall have the broadest powers to order, carry out or ratify acts relating to all the operations of the Company.

16.2            The annual General Meeting shall be held, in accordance with Luxembourg law, in Luxembourg at the address of the registered office of the Company or at such other place in Luxembourg as may be specified in the convening notice of the meeting within six (6) months of the end of the previous financial year.

16.3            The annual General Meeting may be held abroad if, in the absolute and final judgment of the Board, exceptional circumstances so require.

16.4            Other General Meetings may be held at such place and time as may be specified in the respective convening notices of the meeting. Shareholders taking part in a meeting by conference call, through video conference or by any other means of communication allowing for their identification, allowing all persons taking part in the meeting to hear one another on a continuous basis and allowing for an effective participation of all such persons in the meeting, are deemed to be present for the computation of the quorums and votes, subject to such means of communication being made available at the place of the meeting.

16.5            General Meetings shall be convened in accordance with the provisions of law. If all of the Shareholders are present or represented at a general meeting of Shareholders, the General Meeting may be held without prior notice or publication.

16.6            Proposals from Shareholders for any General Meeting, excluding Proposals pursuant to Article 9.5 and including, as to in particular without limitation regarding agenda items, resolutions or any other business, may only be made in compliance with the Company Law and these Articles and will only be accepted by the Company if required by the Company Law and these Articles.

16.7            The Board of Directors may determine a date preceding the General Meeting as the record date for admission to, and voting any Shares at, the General Meeting (the "GM Record Date"). If a GM Record Date is determined for the admission to and voting at a General Meeting only those persons holding Shares on the GM Record Date may attend and vote at the General Meeting (and only with respect to those Shares held by them on the GM Record Date).

16.8            Where, in accordance with the provisions of Article 6.6 of the present Articles, Shares are recorded in the register(s) of Shareholders in the name of a Depositary or sub-depositary of the former, the certificates provided for in Article 6.6 must be received by the Company (or its agents as set forth in the convening notice) no later than the day determined by the Board. Such certificates must (unless otherwise required by applicable law) certify, in case a GM Record Date has been determined, that the Shares were held for the relevant person on the GM Record Date.

16.9            Proxies for a General Meeting must be received by the Company (or its agents) by the deadline determined by the Board, provided that the Board of Directors may, if it deems so advisable amend these periods of time for all Shareholders and admit Shareholders (or their proxies) who have provided the appropriate documents to the Company (or its agents as aforesaid) to the General Meeting, irrespective of these time limits.

16.10          The Board of Directors shall adopt all other regulations and rules concerning the attendance to the General Meeting, and availability of access cards, proxy forms and/or voting forms in order to enable Shareholders to exercise their right to vote.

16.11          Any Shareholder may be represented at a General Meeting by appointing as his or her proxy another person, who need not be a Shareholder.

16.12          The Board of Directors may suspend the voting rights of Shareholders who are in default of their obligations under the Articles or their deed of subscription or commitment.

16.13          Holders of notes or bonds or other securities issued by the Company (if any) shall not, unless compulsorily otherwise provided for by law, be entitled to assist or attend General Meetings or receive notice thereof.

Article 17.      Quorum and majority, and amendment of the Articles

17.1            At any General Meeting of Shareholders other than a General Meeting convened for the purpose of amending the Company's Articles of Incorporation or voting on resolutions whose adoption is subject to the quorum and majority requirements for amendments of the Articles of Incorporation, no presence quorum is required and resolutions shall be adopted, irrespective of the number of Shares represented, by a simple majority of votes validly cast.

17.2            At any extraordinary General Meeting of Shareholders for the purpose of amending the Company's Articles of Incorporation or voting on resolutions whose adoption is subject to the quorum and majority requirements for amendments of the Articles of Incorporation, the quorum shall be at least one half of the issued Shares of the Company (other than Shares held by or on behalf of the Company or a direct Subsidiary). If such quorum is not present, a second General Meeting may be convened at which there shall be no quorum requirement (subject to the provisions of Article 17.3). Resolutions amending the Company's Articles of Incorporation or whose adoption is subject to the quorum and majority requirements for amendments of the Articles of Incorporation shall only be validly passed by a two thirds (2/3) majority of the votes validly cast at any such General Meeting, save as otherwise provided by law or the Articles (including in particular Article 17.3).

17.3            Any resolutions for the amendment of Articles 9.4, 9.5 and the present Article 17.3 (and any cross references thereto) shall only be validly passed by the favourable vote of a three quarters (3/4) majority of the Shares in issue and entitled to vote.

Article 18.      Accounting Year

The accounting year of the Company shall begin on first of January and shall terminate on the thirty-first of December of each year.

Article 19.      Independent Auditor(s)

19.1            The annual accounts and consolidated accounts shall be audited, and the consistency of the management report with those accounts verified, by one or more independent auditors (reviseurs d'entreprises agrees) appointed by the General Meeting for a period not exceeding three (3) years.

19.2            The independent auditor(s) may be re-elected.

19.3            They shall record the result of their audit in the reports required by law.

Article 20.      Distributions

20.1            From the annual net profits of the Company, five per cent (5%) shall be allocated to a non distributable reserve as required by law. This allocation shall cease to be required as soon as, and as long as, such reserve amounts to ten per cent (10 %) of the issued share capital of the Company.

20.2            The General Meeting of Shareholders shall determine how the annual results of the Company will be disposed of in accordance with the provisions of the present Articles. The General Meeting of Shareholders may resolve to distribute any distributable net profits, reserves and/or share premium.

20.3            Interim distributions (including for the avoidance of doubt, interim dividends) may be declared and paid (including by way of staggered payments) by the Board of Directors (including out of any share premium or other capital or other reserves) subject to observing the terms and conditions provided by law either by way of a cash distribution or by way of an in kind distribution (including Shares).

20.4            The distributions declared may be paid in United States Dollars (USD) or any other currency selected by the Board of Directors and may be paid at such places and times as may be determined by the Board of Directors (subject to the resolutions of the General Meeting of Shareholders). The Board of Directors may make a final determination of the rate of exchange applicable to translate distributions of funds into the currency of their payment. Distributions may be made in specie (including by way of Shares).

20.5            In the event it is decided by the General Meeting or the Board (in the case of interim distributions declared by the Board or otherwise), that a distribution be paid in Shares or other securities of the Company, the Board of Directors may exclude from such offer such Shareholders it deems necessary or advisable due to legal or practical problems in any territory or for any other reasons as the Board may determine.

20.6            A distribution declared but not paid (and not claimed) on a Share after five years cannot thereafter be claimed by the holder of such Share and shall be forfeited by the holder of such Share, and revert to the Company. No interest will be paid on distributions declared and unclaimed which are held by the Company on behalf of holders of Shares.

Article 21.      Liquidation

In the event of the dissolution of the Company for whatever reason or at whatever time, the liquidation will be performed by liquidators or by the Board of Directors then in office who will be endowed with the powers provided by articles 1100-4 et seq. of the Company Law. Once all debts, charges and liquidation expenses have been met, any balance resulting shall be paid to the holders of Shares in the Company in accordance with the provisions of these Articles.

Article 22.      Definitions

Articles or Articles of Incorporation	Means the present articles of incorporation of the Company as amended from time to time;
Board or Board of Directors	Means the Board of Directors (conseil d'administration) of the Company;
Company Law	Means the law of 10t^h August 1915 on commercial companies as amended (and any replacement law thereof);
Director	Means a member of the Board of Directors;
	Means a member of the Board of Directors;
Independent Director	Means a Director that qualifies as independent under the rules of the New York Stock Exchange and/or under the rules, policies or regulation of any other securities market where Shares of the Company are listed or trading and which are applicable to the Company;

General Meeting	Means the general meeting of Shareholders;
	Means the general meeting of Shareholders;
RESA	Means the Luxembourg electronic legal gazette (Recueil des Societes et Associations);

Shareholder	Means a duly registered holder of Shares of the Company;
	Means a duly registered holder of Shares of the Company;
Shares	Means the Initial Shares, the Ordinary Shares and any other shares (actions) of the Company; and

Subsidiary	Means a company of the type referred to in Article 430-23 (1) of the Company Law in which the Company directly or indirectly holds a majority of the voting rights or on which it can directly or indirectly exercise a dominant influence.

Article 23.      Applicable law

23.1            For all matters not governed by the Articles, the parties refer to the provisions of the Company Law.

23.2            All disputes which may arise during the duration of the Company or upon its liquidation between Shareholders, between Shareholders and the Company, between Shareholders and Directors or liquidators, between Directors and liquidators, between Directors or between liquidators of the Company on account of company matters shall be subject to the jurisdiction of the competent courts of the registered office. To this end, any Shareholder, Director or liquidator shall be bound to have an address for service in the district of the court for the registered office and all summonses or service shall be duly made to that address for service, regardless of their actual domicile; if no address for service is given, summonses or service shall be validly made at the Company's registered office.

23.3            The foregoing provisions do not affect the Company's right to bring proceedings against the Shareholders, Directors or liquidators of the Company in any other court having jurisdiction on some other ground and to carry out any summonses or service by other means apt to enable the defendant to defend itself.

23.4            Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the Unites States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 and the Securities Exchange Act of 1934.

Exhibit 10.13

Mo i Rana 08/06-2021

Freyr

Oslo

Philip Pedersens vei 11

1366 Lysaker

Att. Tom Jensen

Statement regarding postponed deadline

We refer to the Letter of Intent (LOI) entered into between FREYR AS (company registration number 920 388 620) and Mo Industripark AS (company registration number 914 780 152) signed and dated on the 20th of November 2020.

Reference is further made to Clause 1 of the agreement which includes the offer to rent «Kamstålbygget», and the acceptance deadline is set to persist until the 30th of June 2021, cf. Clause 1 section 5.

Mo Industripark AS hereby state that the acceptance deadline is postponed until the 31st of October 2021. The offer is binding until the end of this date. It is noted that the other conditions of the LOI still apply.

Best Regards

/s/ Arve Ulriksen		/s/ Tom Jensen
Arve Ulriksen		Tom Jensen
CEO		CEO

Exhibit 10.24

This EXECUTIVE CHAIRMAN AGREEMENT (the “Agreement”) is made

between

FREYR Battery

corporation in the form of a public limited liability company (société anonyme)

incorporated under the laws of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under no. B251199

(hereinafter referred to as the “Company”)

and

Torstein Dale Sjøtveit

(hereinafter referred to as the “Executive Chairman”)

Role

1.1

The Executive Chairman shall be the executive chairman of the board of directors of the Company (the “Board”) as from the date of the Second Closing (as defined in that certain Business Combination Agreement by and among, inter alia, the Company and FREYR AS, entered into on 29 January 2021) (the “Commencement Date”) until the earlier of (i) the Board resolving that such position is no longer required (from which time the Executive Chairman shall become a non-executive chairman and this Agreement shall be replaced by an appointment letter appropriate for such non-executive directorship), (ii) such time as the Executive Chairman (in that role or in a subsequent non-executive chairman role) is dismissed from the Board by decision of the general meeting of shareholders, (iii) the Board resolving this Agreement should be terminated where the Executive Chairman commits an act of gross misconduct or shows gross breach of duty which can justify termination of this Agreement with immediate effect according to applicable law and (iv) such time as the Executive Chairman (in that role or in a subsequent non-executive chairman role) resigns from the Board of his own volition after the third anniversary of the Commencement Date.

Duties

2.1

The Executive Chairman shall perform such duties as set out in the FREYR Battery Role Description Executive Chairman of the Board attached hereto as Annex 2.

Working hours

3.1

The Executive Chairman shall devote such time and effort to the Company as are reasonably necessary to perform his duties under this Agreement as determined by the Board, expected to be not less than 50% of the Executive Chairman’s working time, on average. No extra compensation is paid in respect of any overtime work required, unsocial hours, travel time, etc. Work beyond regular office hours must be expected. The Executive Chairman shall work such hours as necessary for the proper performance of the Executive Chairman’s duties and shall not without prior written consent from the Board undertake any other work, paid or unpaid, for his own account or any other employer, which will prevent or unreasonably interfere with the performance of his duties and functions for the Company. The Executive Chairman shall not be prevented from or need consent for such work which is related to the management of his personal and his immediate family’s wealth or from continuing in his current roles or from assuming new roles as board member or (non-executive) chairman insofar as such roles do not conflict with the Executive Chairman's duties to the Company.

Page 1 of 7

Remuneration

4.1

The remuneration payable to the Executive Chairman shall be NOK 4,000,000 (four million) per annum, pro-rated per commenced month of service for any year in which he serves only part of the year.

4.2

The Executive Chairman’s remuneration in respect of any one month shall be paid on the 20^th day of each month to the bank account provided by the Executive Chairman, in instalments of 1/12 of the annual amount.

Equity incentives

5.1

The Executive Chairman shall be granted equity incentives as set out in Annex 1 attached hereto. For the avoidance of doubt, the terms of such incentive awards granted under the relevant share plans do not form part of this Agreement, the Executive Chairman shall not have any claims for damages or compensation in relation to (whether by way of damages, compensation for loss of role or otherwise) any equity or equity compensation, which will be governed by the terms of any applicable share plan.

Business expenses and participation in certain Company benefit plans

6.1

The Company shall on the presentation of invoices or vouchers or other evidence of actual payment, reimburse the Executive Chairman for all expenses, including business travel expenses, reasonably incurred by the Executive Chairman in the performance of the Executive Chairman’s duties under this Agreement, and in accordance with the Company’s policies.

6.2

The Executive Chairman shall be entitled to participation in such of the Company’s benefit plans made available to senior executives of the Company generally and as may be appropriate in regard of the work required by him. The Board shall have been notified in writing by the Executive Chairman or the Company’s management of any such participation before commencement.

Confidentiality

7.1

The Executive Chairman acknowledges that the Executive Chairman will acquire access to confidential information of the Company. The Executive Chairman agrees that all such confidential information is disclosed to the Executive Chairman in confidence and is strictly for the Executive Chairman’s use on behalf of the Company.

7.2

The Executive Chairman shall not make use of or disclose to any person, and shall use the Executive Chairman’s best endeavors to prevent the use, publication or disclosure of any information of a confidential or secret nature concerning the business of the Company, and that comes to the Executive Chairman’s knowledge during the course of or in connection with the Executive Chairman’s work for the Company, or concerning the business of any person having dealings with the Company and which is obtained directly or indirectly in circumstances in which the Company is subject to a duty of confidentiality in relation to that information.

7.3

For the purpose of this clause 7, information of a confidential or secret nature means non-public information of the Company, including but not limited to business plans, products, technical data, specifications, documentation, presentations, product plans, business methods, product functionality, customer information, contracts, formulas, competitive analysis, databases, formats, methodologies, strategic plans, marketing plans, customer lists, prospect lists, pricing information or information related to engineering, marketing or finance, regardless of whether such documents are marked confidential or not and regardless of whether such information exists in written form or stored by electronic media or on other form of information carrier.

Page 2 of 7

7.4

This clause 7 shall continue to apply after the termination of this Agreement without limitation in time.

7.5

The Executive Chairman is prevented from malicious disparage or otherwise making harmful or unfavorable statements regarding the Company or any of its services, operations, processes or methods.

7.6

The Executive Chairman acknowledges that any breach of confidentiality during the term of this Agreement or at any time thereafter may lead to liability and may render the Executive Chairman liable to legal action and/or damages.

Non-Competition; Non-Solicitation

8.1

The Executive Chairman agrees that, for the duration of this Agreement and for a period of 12 months thereafter (the “Restricted Period”), the Executive Chairman shall not, within any jurisdiction or marketing area in which the Company or any of its affiliates is doing business (the “Restricted Territory”), engage in, operate, manage, provide financing to or otherwise acquire ownership in, or serve as an officer, director, member, partner, employee, agent, consultant, advisor or representative, of a business or other entity which engages or plans to engage, within the Restricted Territory, in battery cell production or any other line of business in which the Company or any of its affiliates is engaged or has developed plans to engage, but not including wind power developments and related activities outside the battery cell business (the “Restricted Business”). The Company shall, during the 12-month period following the term of this Agreement, pay, on a monthly basis, an amount equal to the Executive Chairman’s monthly base salary (the “Non-Compete Payment”). In the event of a breach of this clause 8.1 by the Executive Chairman, the Executive Chairman will no longer be entitled to the Non-Compete Payment and agrees to immediately reimburse the Company for the Non-Compete Payment made in accordance with this clause 8.1. In the event of breach of this clause 8.1, the Company may demand that the infringement immediately ceases and may take necessary legal actions.

8.2

The Executive Chairman agrees that for the duration of this Agreement and for a period of 12 months thereafter, the Executive Chairman shall not: (i) solicit for employment or engagement, knowingly entice away, or hire or engage (whether as an employee, director, agent, contractor or otherwise), any person who, as of the date of the Executive Chairman’s termination is, or in the previous 12 months was, an officer, employee, agent or independent contractor of the Company or its subsidiaries, or encourage any of them to terminate their employment with the Company or its subsidiaries; and (ii) solicit any person who, as of the date of the Executive Chairman’s termination is, or in the previous 12 months was, a customer or supplier of, or any person or entity with a business relationship with the Company or any of its subsidiaries for the purposes of offering or receiving goods or services similar to or otherwise competitive with those offered or provided by the Company or any of its subsidiaries.

8.3

Notwithstanding the foregoing, the Executive Chairman shall not be prevented or restricted from any of the following: (i) owning, directly or indirectly, as a passive investment, less than five percent (5%) of the outstanding voting equity securities of any partnership, corporation, limited liability company or other entity (whether public or private) that is engaged in a Restricted Business, provided that the Executive Chairman does not provide services to, or actively participate in the operation or control of, such partnership, corporation, limited liability company or other entity; and (ii) owning passive interests in or securities of any debt or equity investment fund or similar investment entity if the Executive Chairman does not have the ability to control or exercise any managerial influence over such fund.

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8.4

In addition: (i) the parties agree that the provisions relating to confidentiality, work product, non-competition and non-solicitation (the “Covenants”) have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances and given the activities contemplated by this Agreement; (ii) the Executive Chairman acknowledges and agrees that the Covenants are reasonable in light of all of the circumstances, are sufficiently limited to protect the legitimate interests of the Company and its subsidiaries, impose no undue hardship on the Executive Chairman, and are not injurious to the public; and (iii) in the event of violation of the Covenants, the Executive Chairman shall indemnify the Company for financial loss it incurs or suffers in connection with such violation and agrees that the Company may demand that the infringement immediately ceases and may take necessary legal actions in accordance with applicable law.

Intellectual property

9.1

All intellectual property rights, including patentable inventions, trademarks, design rights or copyrights, that are created or developed by the Executive Chairman during the term of this Agreement shall fully and wholly devolve upon and be the property of the Company or shall be transferred to the Company if such transfer is necessary under applicable statutory legislation. The same applies to similar creations that are not legally protected by patent, copyright or similar but that the Company has an interest in employing.

9.2

The Company shall by virtue of this Agreement have an unrestricted, exclusive and gratuitous right to exploit such intellectual property rights and creations. Such intellectual property rights and creations shall without exception be deemed to have been created or developed in the course of the Executive Chairman’s role as executive chairman of the Company if the exploitation of the right or creation falls within the scope of the Company’s business. This applies notwithstanding that the Executive Chairman has created or developed the right outside working hours or outside the Company's premises.

9.3

The Executive Chairman is not entitled to any separate compensation for the Company’s utilization of rights as mentioned in this clause. The Executive Chairman shall unsolicited inform the Company of any rights that may fall within the scope of this clause, unless it is obvious that the Company is already aware of the right.

General

10.1

This Agreement including Annex 1 and Annex 2 attached hereto shall regulate all matters relating to the Executive Chairman’s work for the Company and shall, as from the Commencement Date, replace any and all former agreements or arrangements between the Executive Chairman and the Company relating to the Executive Chairman’s work for the Company.

10.2

Nothing in this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between the Company and the Executive Chairman. The Company shall not provide workers’ compensation, disability insurance, social security, unemployment compensation coverage or any other statutory benefit to the Executive Chairman. The Company will, to the extent required under statutory provisions, at payment of remuneration, bonus, allowances etc. withhold taxes, also related to taxable benefits, from such payable compensations and pay the withheld taxes to appropriate authorities. The Executive Chairman acknowledges and agrees that any personal tax liability on the Executive Chairman’s hand shall be carried solely by the Executive Chairman.

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10.3

The Executive Chairman acknowledges that the Executive Chairman has carefully read this Agreement, has had an opportunity to discuss it with advisors should so be desired, and understands all the terms and conditions therein.

10.4

If any provision of this Agreement should be declared legally invalid or unenforceable by a competent court, such declaration shall in no way effect the validity or enforceability of any other provision thereof, nor shall any such declaration of legal invalidity or unenforceability operate to nullify or rescind this Agreement, but shall only serve to render ineffective any such provision declared legally invalid or unenforceable. In lieu thereof, there shall be added a provision as similar in terms to such illegal, invalid and unenforceable provision as may be possible and be legal, valid and enforceable.

10.5

This Agreement shall be governed by and construed in all aspects in accordance with the laws of Norway. Any claim arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Norway. Oslo Tingrett shall be the exclusive venue for bringing suit. Injunctive relief and enforcement action in respect of any ruling by the courts of Norway may be sought in any competent court.

***

This Agreement has been prepared and signed by the parties of this Agreement in two identical original copies, one copy having been delivered to and to be retained by each of the parties.

For the Company		Executive Chairman

/s/ Maurice Dijols		/s/ Torstein Dale Sjøtveit
Name: Maurice Dijols		Name: Torstein Dale Sjøtveit
Position: Sole Director Date: June 6, 2021		Date: June 6, 2021

Page 5 of 7

Annex 1 – Equity compensation

The following has been agreed with the Executive Chairman:

Equity Compensation

Options: 200,000 in 2021 with strike price of USD 10 per share. From 2022 onwards: Participation in the Company’s option program or individual arrangement.

Page 6 of 7

Annex 2

FREYR Battery Role Description Executive Chairman of the Board

Introduction

1.1

To strengthen the management of the Company in its current phase of growing its business and organization, the Chairman of the Board is given the temporary position as Executive Chairman of the Board. The Chairman shall maintain the position as Executive Chairman until the Board resolves that such position is no longer required.

1.2

This Role Description aims to define the obligations, authorizations and responsibility of the Executive Chairman.

1.3

The Role Description is meant to be a supplement to applicable law and listing rules, other relevant legal framework and the Company's articles of association and does not limit or affect statutory rights or responsibilities for the CEO or the Board.

1.4

The Company’s rules of procedure for the Board of Directors contain relevant guidelines on roles and responsibilities with regard to management of the Company.

1.5

The Board of Directors will annually review and evaluate the content of this Role Description.

Role as Executive Chairman

2.1

The Executive Chairman shall, on behalf of the Board and in compliance with any guidelines and instructions adopted by the Board, assist and support the Executive Management.

2.2

In the role as Executive Chairman main responsibilities are covering:

Participate in discussions with the Executive Management to ensure that matters to be dealt with by the Board are prepared and presented in a manner providing the Board with a satisfactory basis for making decisions.

ii.

Provide support to the Executive Management, especially relevant for major decisions such as investments and other important matters that shall be presented to the Board.

iii.

Participate in important meetings with partners, customers, and suppliers where the Executive Management can benefit from the Executive Chairman’s support.

iv.

Involvement in early phase development of initiatives and projects together with the Executive Management Team. These initiatives and projects will report to dedicated Steering Committees within the Executive Management Team. The Executive Chairman will chair such committees as agreed from case to case.

Confidentiality

3.1

Information and documentation disclosed to the Board, its subcommittees and the executive management in their capacity as representatives of the Company, shall be kept confidential, unless otherwise decided by the Board or required pursuant to applicable laws or regulations.

3.2

Upon dismissal or resignation, the Executive Chairman shall return or destroy all confidential material concerning the Company which is in his/her possession.

Page 7 of 7

Exhibit 10.25

This CONTRACT OF EMPLOYMENT (the “Contract”) is made

between

Freyr AS

organization number 926 089 862

(hereinafter referred to as the "Company")

and

Tom Einar Jensen

(hereinafter referred to as the "Employee")

The parent company of the Freyr-group is FREYR Battery (the “Parent Company”), a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, with registered office at 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 251199.

Freyr AS (the “Company”), company registration number 926 089 862, is a subsidiary of the Parent Company and the main operating company for the Group in Norway.

The Parent Company and the subsidiaries are referred to as the “Group”.

From the date of the Second Closing (as defined in that certain Business Combination Agreement entered into on 29 January 2021) (the “Commencement Date”), the Employee shall be an employee of both the Parent Company and the Company. To reflect the division of work performed for the Parent Company and for the Company, the Employee will enter into separate but interlinked contracts of employment with both the Parent Company and the Company. In sum these employment contracts will constitute a full-time engagement for the Group. At the Commencement Date, the split will be 75% employment for the Company and 25% employment for the Parent Company, which may be adjusted to reflect the situation from time to time.

Unless otherwise is explicitly stated or follows from the context, the rights and obligations of the Employee are described in this Contract to reflect the total engagement for the Group under both contracts. As an example, salary and benefits are described on a combined and aggregate level as the sum of both employment contracts, which shall be borne by the Parent Company and the Company according to the prevailing split of employment between the two companies at the relevant time.

The Employee, the Parent Company and the Company shall in good faith manage the split of the employment contracts so that the employment relationship and the rights and duties of the Employee are handled as one holistic engagement. The Parent Company and the Company shall carry out their functions as employer in a coordinated manner towards the Employee, and the Employee shall carry out his functions in a coordinated manner towards the Parent Company and the Company.

Page 1 of 11

Position, term, duties, place of work

1.1

The Employee is employed by the Company.

1.2

The Employee is obliged to function in the positions and carry out the duties that are or will be reasonably assigned to the Employee by the Company. The Company may issue specific or general instructions and guidelines which the Employee shall adhere to as part of this Contract.

1.3

On the Commencement Date the position of the Employee shall be Chief Executive Officer (“CEO”) of the Company.

1.4

The Employee shall devote his full working capacity to the Company. The Employee shall not undertake any other work, paid or unpaid, without prior written consent from the chairman of the board of the Parent Company, whether for the Employee’s own account or for any other employer or principal.

1.5

The Employee's place of work for the Company shall be the Company’s offices, for the time being in Lysaker. The Employee acknowledges that the Employee’s work may necessitate a considerable amount of travel, also abroad.

1.6

The Employee may hold directorships in subsidiaries for the Company without further compensation.

Working hours

2.1

The Employee shall be employed full time, and work 7.5, hours per day excluding lunch break, with working hours as determined by the Company at any time.

2.2

The Employee recognizes that the Employee has a managerial position and is exempted from the working time provisions in the Norwegian Working Environment Act (Nw.: Arbeidsmiljøloven). No extra compensation is paid in respect of any overtime work required, unsocial hours, travel time etc., cf. Section 10-12 of the Working Environment Act. Work beyond regular office hours must be expected. The Employee shall work such hours as necessary for the proper performance of the Employee’s duties.

Salary

3.1

The Company shall pay the Employee a gross base salary at the rate of NOK 6 million per annum, inclusive of compensation for overtime.

3.2

The Employee's salary shall be paid on the 20^th day of each month to the bank account provided by the Employee, in instalments of 1/12 of the annual amount. No salary is paid during vacation periods. Instead, a holiday allowance pursuant to the provisions of the Holidays Act (Nw.: Ferieloven) is paid during holiday absence.

3.3

The Employee's salary shall be reviewed annually on 1 January, the first review to be done with effect from 1 January 2022.

Bonus and incentives

4.1

The Employee will participate in the Company’s bonus scheme, terms (including participation) and objectives of which are at any time under the sole discretion of the Company.

4.2

The Employee may be eligible for consideration of an annual bonus of up to 12 months base salary.

Page 2 of 11

4.3

Such bonus is interpreted and deemed to be inclusive of holiday allowance, statutory payable bonus or profit sharing or other statutory benefits. At payment, holiday allowance, statutory payable bonus or profit sharing or other statutory benefits will be deducted from the bonus amount.

4.4

The Employee has an individual stock option agreement, and will thus not participate in the Company’s general Long-Term Incentive Program (“LTIP”).

4.5

If at any time after any bonus, option or other award is paid to the Employee the Company or the Group is required to restate its accounts to a material extent or the Company becomes aware of any material malfeasance or material wrongdoing on the Employee’s part, then the Company shall be entitled to recalculate the bonus that it would have awarded in each financial year, had these facts been known at the time the award was granted. The Employee shall be liable for and, if so required by the Company to repay on demand the difference between such recalculated bonuses and the aggregate value of the Awards actually granted to the Employee.

Vacation and holidays

5.1

The Employee is entitled to 25 days of vacation per calendar year, including Company shut down days, with holiday allowance in accordance with the Holidays Act, as well as statutory determined holidays. Vacation days must be taken at times appropriate to the local work situation, approved beforehand by the Employee’s direct manager.

Other benefits

6.1

Limitations
Only gross base salary according to clause 3.1 – and no other benefits – shall generate basis for pension benefits and holiday allowance.

6.6

Social security
In addition to statutory state provided schemes, the Employee is entitled to participate in the Company's pension scheme and life, accident, and travel insurance schemes.

Such additional benefits may be altered at the Company’s discretion, though without affecting accrued entitlements.

6.7

Laptop, mobile phone, etc.
The Company will provide the Employee with a laptop for business use.

The Company will provide the Employee with a mobile phone and cover reasonable cost for business use and, to a reasonable extent, private use in accordance with the Company’s policies. Further, the Company will reimburse 50% of internet subscription at home.

Deductions from salary, etc.

7.1

Deductions from salary, bonus, and holiday allowance may be made to the extent permitted by the Working Environment Act Section 14-15, and, e.g. under the following circumstances:

(i)

Amounts received as advance on travel or business expenses or loans from the Company.

(ii)

Incorrect or advance payments in salary, bonus, awards, vacation, or holiday allowance.

Page 3 of 11

Illness

8.1

The Employee is entitled to sick pay in accordance with statutory provisions or extended Company rules according to the Company’s policies.

8.2

The Employee is obliged to report any absence due to illness or accident to the Company without undue delay.

Business expenses

9.1

The Company shall on the presentation of invoices or vouchers or other evidence of actual payment, reimburse the Employee for all expenses, including business travel expenses, reasonably incurred by the Employee in the performance of the Employee’s duties under the Contract, and in accordance with the Company’s policies.

9.2

Until a separate agreement regulating travel expenses for the Employee has been agreed the parties agree that the Employee is to be compensated for travel expenses according to the Norwegian state’s travel policy.

Code of conduct and provisions

10.1

The Employee shall comply with all codes of conduct and all other rules and regulations applicable to the Employee's duties and to the business of the Group.

10.2

The Employee shall comply with the Company’s prevailing policies, rules, and procedures, and all other applicable instructions laid down in the Company’s guidelines, personnel handbook or similar manuals.

10.3

The Employee is obliged, without delay, to read and understand the Company’s rules, regulations, and guidelines which are disclosed on the Company’s intranet, or presented on other mediums.

Confidentiality

11.1

The Employee acknowledges that the Employee will acquire access to confidential information of the Group consistent with their position. The Employee agrees that all such confidential information is disclosed to the Employee in confidence and is strictly for the Employee’s use on behalf of the Group.

11.2

The Employee shall not make use of or disclose to any person, and shall use the Employee’s best endeavors to prevent the use, publication or disclosure of any information of a confidential or secret nature concerning the business of the Company or the Group, that comes to the Employee’s knowledge during the course of or in connection with the Employee’s employment with the Company, or concerning the business of any person having dealings with the Company or the Group and which is obtained directly or indirectly in circumstances in which the Company or the Group is subject to a duty of confidentiality in relation to that information.

11.3

For the purpose of this clause, information of a confidential or secret nature means non-public information of the Company or the Group, including but not limited to business plans, products, technical data, specifications, documentation, presentations, product plans, business methods, product functionality, customer information, contracts, formulas, competitive analysis, databases, formats, methodologies, strategic plans, marketing plans, customer lists, prospect lists, pricing information or information related to engineering, marketing or finance, regardless of whether such documents are marked confidential or not and regardless of whether such information exists in written form or stored by electronic media or on other form of information carrier.

Page 4 of 11

11.4

This clause 11 shall continue to apply after the termination of the Employee's employment with the Company, whether terminated lawfully or not, without limitation in time.

11.5

The Employee is prevented from malicious disparage or otherwise making harmful or unfavorable statements regarding the Company or the Group or any of its services, operations, processes or methods.

11.6

The Employee acknowledges that any breach of confidentiality during the Employee’s employment or at any time thereafter may lead to liability and may constitute grounds for dismissal and/or render the Employee liable to legal action and/or damages.

Non-competition and non-solicitation

12.1

The Employee hereby waives the rights pursuant to the Working Environment Act chapter 14A against severance payment as set out in clause 15 below.

12.2

The Employee may not, during the employment relationship take employment with, have ownership interests in, or in any other way – directly or indirectly – be involved in any activity that wholly or partially competes with the Company or other companies in the Group. Without prejudice to any restrictions set out in the Business Combination Agreement, the Company may extend such non-compete for a period of up to 12 months after the end of the agreed notice period. The Employee shall similarly not engage in or perform work for customers and/or suppliers, if such activity can be deemed to have any negative impact to the competitive situation of the Company or the Group.

12.3

The Employee must not, in relation to the termination and for a period of 12 months after the end of the agreed notice period, directly or indirectly solicit or otherwise engage in direct or indirect communication with any present or past customers, suppliers or partners of the Company or the Group for himself or any other person. This applies to customers, suppliers or partners that the Employee has had contact with or been responsible for in any way during the last year before a statement is given by the Company in accordance with clause 12.6 below.

12.4

The Employee shall not during the same period of 12 months, directly or indirectly solicit, recruit, or endeavor to entice away any of Company or the Group’s employees.

12.5

The Company may decide in writing at any time during or in connection with termination of the employment relationship that the provisions in 12.2 to 12.4 shall not apply in whole or in part.

12.6

In case of any uncertainty as to whether an activity is covered by the prohibitions set out in this clause, the Employee is obliged both during the employment relationship and following a termination to present the issue to the Company and await a written statement from the Company before engaging in any relevant activity.

12.7

The Company shall provide a written statement on the applicability of clause 12.2 and 12.3 within four weeks after a request from the Employee or after termination of the employment relationship from the Employee. In case of a termination from the Company, the statement shall be given at the same time as the notice of termination or within one week after summary dismissal. The restrictions in clause 12.2 and 12.3 may be discharged in case a written statement as mentioned is not given in accordance with this clause 12.7.

Page 5 of 11

12.8

In the event that the Employee is not entitled to the severance payment as set out in clause 15, due to the Employee’s notice of termination of the employment, the Company shall, during any extended non-compete period, pay a monthly compensation to the Employee corresponding to the Employee’s monthly base salary at the time the termination is notified in writing, as long as the Employee does not receive other salary or payments from the Company. The compensation does not form basis for holiday pay or pension entitlements.

12.9

If the Employee violates the provisions of clause 12.2, the Employee will no longer be entitled to payment by the Company and agrees to immediately reimburse the Company for compensation payments made during the prohibition period in accordance with clause 12.8. In the event of violation of the provisions of clauses 12.2 to 12.4, the Company may demand that the infringement immediately ceases and may take necessary legal actions. In the event of violation, the Employee shall pay liquidated damages equal to minimum three months’ base salary or indemnify the Company’s financial loss if greater. In addition, the Company may demand that the Employee pays the enrichment they and/or new employer/client etc. have achieved as a result of the illegal situation. Payment of compensation does not entail that the infringement may continue.

Restrictions on use of email and internet

13.1

The Company’s electronic mail system, internet subscription and all other data systems are the exclusive property of the Company.

13.2

The Company's electronic mail system, internet subscription and all other data systems shall be, as far as possible, used by the Employee solely in connection with the Employee’s work for the Company.

13.3

The Employee acknowledges that the Employee shall have no right to access and shall not access the Company’s electronic mail system or other data systems after termination of employment.

Intellectual property

14.1

All intellectual property rights, including patentable inventions, trademarks, design rights or copyrights, that are created or developed by the Employee during the course of his employment with the Company shall fully and wholly devolve upon and be the property of the Company or shall be transferred to the Company if such transfer is necessary under applicable statutory legislation. The same applies to similar creations that are not legally protected by patent, copyright or similar but that the Company or the Group has an interest in employing.

14.2

The Company shall by virtue of the employment relationship have an unrestricted, exclusive and gratuitous right to exploit such intellectual property rights and creations. Such intellectual property rights and creations shall without exception be deemed to have been created or developed in the course of the Employee's employment if the exploitation of the right or creation falls within the scope of the Company or the Group’s business. This applies notwithstanding that the Employee has created or developed the right outside working hours or outside the Company's premises.

14.3

The Employee is not entitled to any separate compensation for the Company’s utilization of rights as mentioned in this clause. The Employee shall unsolicited inform the Company of any rights that may fall within the scope of this clause, unless it is obvious that the Company is already aware of the right.

Page 6 of 11

Termination and notice

15.1

The Employee hereby waives his employment protection and other rights according to chapter 15 of the Working Environment Act against severance payment.

15.2

Subject to clause 15.5, the employment relationship may be terminated by the Company at any time by giving three months’ notice.

15.3

The Employee may at any time after the second anniversary after the Commencement Date (the “Lock-In Period”) terminate the employment relationship by giving three months’ notice. If the Employee terminates the Contract prior to expiry of the Lock-In Period, the Employee shall pay liquidated damages equal to three months’ base salary.

15.4

Termination shall be notified in writing, and the notice period shall be calculated from and including the first day of the month following the issuance of such notice.

15.5

The Employee shall be entitled to accelerated vesting of all options received and to a severance payment for a period of 18 months commencing at the expiry of the notice period if:

the Employee is asked by the Company to terminate the employment for any other reason than where the Employee (a) commits an act of gross misconduct or shows gross breach of duty which can justify termination of the employment agreement with immediate effect according to applicable law; (b) commits any serious breach or (after warning) repeated or continued material breach of the Employee’s obligations under the Contract; (c) is guilty of fraud, dishonesty or conduct tending to bring the Employee or the Company into disrepute; (d) is declared bankrupt; (e) is convicted of any criminal offence; (f) retires; or (g) reaches the Company’s retirement age, or

ii.

where the Employee’s employment is terminated within 12 months of a change of control of the Company as defined in the Company’s LTIP and the Employee’s employment has been terminated for a reason other than those listed in clause 15.5 (i) (a) – (g) above, provided that the Employee must be available to work for the Company full time for a period of 12 months.

The severance payment also covers the Employee’s waiver from his rights pursuant to the Working Environment Act chapter 14 A. No severance payment shall be paid and the Employee shall not be entitled to accelerated vesting of options if the Employee terminates the employment.

15.6

The severance payment shall be calculated on the basis of the monthly base salary that the Employee receives at the time the termination is notified in writing. Payment of the severance payment shall take place monthly in accordance with the regular salary procedures of the Company. The severance payment does not constitute pensionable income and does not give right to the accrual of any holiday allowance. Taxes shall be deducted from the severance payment and the amount shall be reported to the tax authorities as regular salary in accordance with applicable regulations.

15.7

Upon termination of employment, the Employee shall return to the Company all property in the Employee’s possession, custody or control belonging to the Company, including but not limited to business cards, credit and charge cards, keys, security and computer passwords, mobile phones, personal computer equipment, original and copy documents or other media on which information is held in the Employee’s possession relating to the business or affairs of the Company.

Page 7 of 11

15.8

Upon termination of employment, the Employee shall repay any debts that the Employee owes to the Company, and the Employee shall also release the Company of any guarantee or security for loans or responsibilities that the Company has provided on behalf of the Employee.

Garden leave

If the Company or the Employee gives notice to terminate the Contract, the Employee agrees, subject to the Company continuing to provide the Employee’s salary and contractual benefits (other than bonuses), that the Company may, immediately following the date that the termination has been handed over, or at any time during the period of notice (three months) or any part of such period, in its absolute discretion require the Employee (i) to perform only such duties as it may allocate to the Employee, (ii) not to have any contact with customers, clients, suppliers, employees or member of the Company, (iii) not to attend any premises of the Company, (iv) resign as a director or from any office of the Company, and / or (v) to take any accrued holiday and/or the Company may appoint another person to perform the Employee’s responsibilities jointly and require the Employee to provide such handover and transitional services as may be reasonably required.

General

17.1

This Contract of Employment including Annex 1 attached hereto shall regulate all matters relating to the Employee's employment with the Company and shall, as from the Commencement Date, replace any and all former agreements or arrangements between the Employee and the Company relating to the Employee's employment with the Company. For the avoidance of doubt, the terms of the 2021 Equity Incentive Plan of Pubco (the "Share Plan") and any award agreement(s) in standard form ("Award Agreement") do not form part of this Contract and upon the termination of this Contract, the Employee shall not have any claims for damages or compensation in relation to it (whether by way of damages, compensation for loss of employment or otherwise) in relation to any equity or equity compensation, which will be governed by the terms of any applicable Share Plan and Award Agreement.

17.2

The Company will at payment of salary, bonus, allowances etc. withhold taxes, also related to taxable benefits, from such payable compensations and pay the withheld taxes to appropriate authorities in accordance with statutory provisions. The Employee acknowledges and agrees that any further tax liability on the Employee’s hand shall be carried solely by the Employee.

17.3

The Employee acknowledges that the Employee has carefully read this Contract, has had an opportunity to discuss it with advisors should so be desired, and understands all the terms and conditions therein.

17.4

In respect of all issues not regulated by the terms of this Contract, statutory provisions shall prevail.

17.5

If any provision of this Contract should be declared legally invalid or unenforceable by a competent court, such declaration shall in no way effect the validity or enforceability of any other provision thereof, nor shall any such declaration of legal invalidity or unenforceability operate to nullify or rescind this Contract, but shall only serve to render ineffective any such provision declared legally invalid or unenforceable. In lieu thereof, there shall be added a provision as similar in terms to such illegal, invalid and unenforceable provision as may be possible and be legal, valid and enforceable.

Page 8 of 11

17.6

This Contract shall be governed by and construed in accordance with Norwegian law, including any statutory modification or re-enactment during the time the Contract being in force.

***

This Contract has been prepared and signed by the parties of this Contract in two identical original copies, one copy having been delivered to and to be retained by each of the parties.

For the Company		Employee

/s/ Torstein Dale Sjøtveit		/s/ Tom Einar Jensen
Name: Torstein Dale Sjøtveit		Name: Tom Einar Jensen
Position: Executive chairman Date: 16 June 2021		Date: June 14^th, 2021

Page 9 of 11

Annex 1 – Options

The following has been agreed with the Employee:

Award 850.000 options to acquire shares in the Freyr Battery at a strike price of USD 10/share upon the closing of the Adama transaction.

The 850.000 agreed new options are conditionally awarded to the Employee upon closing of the Adama transaction. The award is subject to the Board’s assessment of the Employee’s performance of the KPIs set out in the attached Side Letter within the Lock-In Period. The Board’s assessment of KPI performance will be made annually during Q1 each calendar year, unless earlier assessments are decided by the Board. The performance of each KPI will award the Employee with 1/9 of the maximum conditionally awarded options. Failure to perform a KPI will reduce the maximum conditionally awarded options pro rata and may not subsequently be earned by the Employee. In the event of partial performance of a KPI, the Board may decide to award parts of the options attached to such KPI (1/9). Options where the award is confirmed by the Board will vest as follows: 1/3 from 31.12.2022, 1/3 from 30.09.2023, 1/3 from 01.06.2024. Vesting is subject to the terms of the LTIP.

Attachments:

Side Letter regarding Performance Indicators to be used by the Board of Directors as basis for award, vesting and execution of options under the employment agreement with Tom Einar Jensen, dated 28 January 2021.

Page 10 of 11

Performance Indicators to be used by the Board of Directors as basis for award, vesting and execution of options under the employment agreement with Tom Einar Jensen:

At least 1 pilot line in operations with 24M technology with ability to produce both NMC and LFP based cells.

Delivered high-quality product to minimum 20 customers in the ESS and OEM segments combined for verification, certification, and validation purposes.

Gigafactory Plant 1 and 2 in construction with Plant 1 being mechanically complete.

Signed up at least 50% of 13 GWh worth (Gigafactory 1&2) of customer offtake agreements at price and duration supporting debt level financing support for Gigafactory 1&2

Signed up offtake agreements with at least 2 tier-one OEM’s and at least 5 tier-one ESS customers.

Secured the manning for the Pilot Plant and Gigafactory Plant 1&2.

Secured cost competitive raw material supply for all plants that have reached financial close.

Completed full JV agreement(s) with a tier 1 or 2 traditional LiB technology provider and made investment decision on an initial 16 GWh capacity, backed by relevant offtake for a relevant duration:

This offtake commitment will most likely come through the JV process, and will not be entirely up to the company to control.

Established at least 3 JV’s up- and downstream from battery cell production.

Dated: Oslo, January 28th, 2021

Signed

Tom Einar Jensen

Page 11 of 11

Exhibit 21.1

Subsidiaries of FREYR Battery

Subsidiary	Jurisdiction
Alussa Energy Acquisition Corp.	Cayman Islands
Norway Merger Sub 2	Norway

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included within the definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) included in the Registration Statement on Form S-4 (File No. 333-254743), filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2021.

Introduction

Pubco is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. In May 2020, the SEC adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 was effective on January 1, 2021; therefore, the unaudited pro forma condensed combined financial information herein is presented in accordance therewith.

Alussa is a blank check company incorporated on June 13, 2019 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Alussa completed its IPO of 25,000,000 Alussa Units on November 29, 2019 and consummated an additional sale of 3,750,000 Alussa Units, which were subject to an over-allotment option granted to the underwriters of the IPO, on December 5, 2019, both at an offering price of $10.00 per unit. Simultaneously with the consummation of the IPO and the exercise of the underwriters’ over-allotment option, Alussa consummated the private sale of 8,750,000 warrants at an offering price of $1.00 per unit to the Alussa Initial Shareholders. Upon the closing of the aforementioned transactions, $287,500 thousand of the net proceeds was placed in the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of March 31, 2021, there was approximately $289,839 thousand held in the Trust Account.

FREYR is an early stage company that was founded on February 1, 2018 and registered with the Norway Register of Business Enterprises on February 21, 2018 and is incorporated and domiciled in Norway. FREYR’s mission and vision is to accelerate the decarbonization of the transportation sector and energy systems by delivering some of the world’s cleanest and most cost-effective batteries. FREYR aims to produce some of the most cost-competitive batteries with the lowest carbon footprints, which could further support the acceleration of the energy transition. FREYR is currently working to develop its application of its in-licensed technology and planning the building of the battery factories in Mo i Rana. Planned principal operations have not yet commenced.

On January 29, 2021, Alussa entered into the Business Combination Agreement with (i) FREYR, (ii) the Purchaser Representative, (iii) Pubco, (iv) Norway Merger Sub 1, (v) Norway Merger Sub 2, (vi) Cayman Merger Sub, (vii) the Major Shareholders and (viii) the Shareholder Representative. Prior to the completion of the transactions contemplated by the Business Combination Agreement, (i) the Norway Merger Subs became wholly-owned subsidiaries of Alussa, (ii) Pubco became a wholly-owned subsidiary of Purchaser Representative and (iii) Cayman Merger Sub became a wholly-owned subsidiary of Pubco. Pursuant to the terms of the Business Combination Agreement (a) prior to the First Closing, the FREYR Wind Business was transferred to SVPH as a result of the Norwegian Demerger, (b) at the First Closing, Alussa merged with and into Cayman Merger Sub, with Alussa continuing as the surviving entity and a wholly owned subsidiary of Pubco, (c) following the First Closing and prior to the Second Closing, Alussa distributed all of its interests in Norway Merger Sub 1 to Pubco with the result that the Norway Merger Subs became wholly-owned subsidiaries of Pubco, (d) at the Second Closing, FREYR merged with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity, (e) at the Second Closing, Pubco acquired all preferred shares of Norway Merger Sub 1 (which were be issued in exchange for the preferred shares in FREYR as a part of the Norway Merger) from the Company Preferred Share Transferors in exchange for a number of newly issued shares of Pubco and (f) at the Second Closing, Norway Merger Sub 1 merged with and into Pubco, with Pubco continuing as the surviving entity. As a result, (i) each issued and outstanding security of Alussa immediately prior to the Cayman Effective Time was exchanged for equivalent securities of Pubco in accordance with the Business Combination Agreement and the Plan of Merger (or, in the case of Dissenting Alussa Shareholders, if any, the right to receive the fair value of such holder’s Dissenting Alussa Ordinary Shares and such other rights as are granted by the Cayman Companies Act), (ii) each issued and outstanding share of FREYR immediately prior to the Norway Effective Time was exchanged for the right of the holder thereof to receive securities of Norway Merger Sub 1 in accordance with the Business Combination Agreement, (iii) each issued and outstanding security of Norway Merger Sub 1 (other than certain shares of Norway Merger Sub 1 held by Pubco and the warrants issued in exchange for Preferred Share Linked Warrants, which were cancelled) immediately prior to the Cross-Border Effective Time was exchanged for ordinary shares of Pubco and (iv) each issued and outstanding warrant or option of FREYR (other than the Preferred Shares Linked Warrants, which were exchanged for warrants of Norway Merger Sub 1, which were cancelled), after giving effect to the Norway Demerger, immediately prior to the effective time of the Norway Merger, was exchanged for the holder thereof to receive, respectively, Pubco Warrants and options of Pubco determined based on the Exchange Ratio, with the exercise price of each such Pubco Warrant and Pubco Option being equal to the exercise price of the corresponding option or warrant of FREYR in effect immediately prior to the effective time of the Norway Merger, divided by the Exchange Ratio, which was 0.179038 Pubco Ordinary Shares.

On January 29, 2021, Alussa and Pubco entered into the Subscription Agreements with certain investors for the PIPE Investment for the purpose of funding a portion of the Business Combination and the costs and expenses incurred in connection therewith, pursuant to which Pubco agreed to issue and sell to the PIPE Investors $600,000 thousand of Pubco Ordinary Shares, at a price of $10.00 per share, simultaneously with the or immediately prior to the Second Closing.

On April 6, 2021, Alussa borrowed $1,500,000 under the Loan Note, net of the $550,000 advance. On April 30, 2021 the Sponsor exercised its option to convert this loan into 1,500,000 Private Placement Warrants, at a price of $1.00 per warrant.

The following unaudited pro forma condensed combined balance sheet as of March 31, 2021 assumes that the Business Combination, PIPE Investment, and issuance of the Loan Note and Loan Note Conversion occurred on March 31, 2021. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2021 and for the year ended December 31, 2020 present pro forma effect to the Business Combination, PIPE Investment, and issuance of the Loan Note and Loan Note Conversion as if they had been completed on January 1, 2020.

The pro forma combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Business Combination, PIPE Investment, and issuance of the Loan Note and Loan Note Conversion occurred on the dates indicated. The pro forma combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The historical financial information of Alussa and FREYR was derived from the audited financial statements of Alussa and FREYR, respectively, for the year ended December 31, 2020 and from the unaudited financial statements of Alussa and FREYR, respectively, as of and for the three months ended March 31, 2021, included within the Proxy Statement/Prospectus. This information should be read together with Alussa’s and FREYR’s financial statements and related notes, the sections titled “Alussa’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “FREYR Legacy’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information included within the Proxy Statement/Prospectus.

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Alussa has been determined to be the “acquired” company based on evaluation of the following facts and circumstances:

FREYR comprises the ongoing operations of the combined company;

FREYR’s senior management comprises the senior management of the combined company; and

No shareholder controls the board of directors or has a majority of the voting power of the combined company.

Under this method of accounting, Alussa will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Pubco issuing shares for the net assets of Alussa, accompanied by a recapitalization. The net assets of Alussa will be stated at historical cost, with no goodwill or other intangible assets recorded.

Description of the Business Combination

Pursuant to the Business Combination Agreement, the aggregate share consideration issued by Pubco in the Business Combination was $1,164,402 thousand, consisting of 116,440,191 newly issued Pubco Ordinary Shares valued at $10.00 per share with no nominal value. Of the $1,164,402 thousand, the Alussa Public Shareholders received $103,108 thousand in the form of 10,310,832 newly issued Pubco Ordinary Shares, the Alussa Initial Shareholders received $71,875 thousand in the form of 7,187,500 newly issued Pubco Ordinary Shares, the PIPE Investors received $600,000 thousand in the form of 60,000,000 newly issued Pubco Ordinary Shares, the Company Preferred Share Transferors received $14,895 thousand in the form of 1,489,500 newly issued Pubco Ordinary Shares and the FREYR Shareholders received $374,524 thousand in the form of 37,452,359 newly issued Pubco Ordinary Shares. The following represents the consideration at closing of the Business Combination (the “Closing”) (in thousands):

	Share Consideration
Pubco Ordinary Shares issued to Alussa Public Shareholders		103,108
Pubco Ordinary Shares issued to Alussa Initial Shareholders		71,875
Pubco Ordinary Shares issued to PIPE Investors		600,000
Pubco Ordinary Shares issued to Company Preferred Share Transferors		14,895
Pubco Ordinary Shares issued to FREYR Shareholders		374,524
Share Consideration – at Closing	$	1,164,402

(1)

Pubco Ordinary Shares issued as set forth in the Business Combination Agreement at a price of $10.00 per share.

The value of share consideration issuable at the Closing was assumed to be $10.00 per share. The Business Combination will be accounted for as a reverse recapitalization, therefore any change in Pubco’s trading price will not impact the pro forma financial statements because Pubco will account for the acquisition of Alussa based on the amount of net assets acquired upon consummation. The consideration issued at the Closing as presented above does not include any warrants or options that are described in Note 4 — Loss Per Share.

The following summarizes the pro forma Pubco Ordinary Shares outstanding:

	Shares		%
Pubco Ordinary Shares issued to Alussa Public Shareholders		10,310,832		9	%
Pubco Ordinary Shares issued to Alussa Initial Shareholders		7,187,500		6	%
Pubco Ordinary Shares issued to PIPE Investors		60,000,000		52	%
Pubco Ordinary Shares issued to Company Preferred Share Transferors		1,489,500		1	%
Pubco Ordinary Shares issued to FREYR Shareholders		37,452,359		32	%
Pro Forma Shares Outstanding		116,440,191		100	%

(1)

Pro Forma Shares Outstanding does not give effect to the 2,750,528 FREYR Warrants and 850,393 FREYR Options exchanged for Pubco Warrants and Pubco Options, respectively, after giving effect to the Exchange Ratio, nor the 24,625,000 Alussa Warrants exchanged for an equivalent amount of Pubco Warrants to purchase Pubco Ordinary Shares.

The following unaudited pro forma condensed combined balance sheet as of March 31, 2021 and the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2021 and for the year ended December 31, 2020 are based on the historical financial statements of Alussa and FREYR. The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the unaudited pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MARCH 31, 2021 (continued)
(in thousands)

											As of
											March 31,
	As of March 31, 2021										2021
	Alussa			FREYR							Pubco Pro
	(Historical)			(Historical)			Transaction				Forma
	(US GAAP)			(US GAAP)			Adjustments				Combined
Assets
Current assets
Cash and cash equivalents	$	334		$	15,768		$	289,839		(A)	$	656,515
								(16,363	)	(B)
								(10,062	)	(C)
								579,000		(D)
								(6,934	)	(E)
								(2,537	)	(F)
								1,500		(G)
								(8,134	)	(H)
								(185,896	)	(I)
Restricted cash		—			280			—				280
VAT receivable		—			190			—				190
Interest income receivable		—			6			—				6
Prepaid expenses and other current assets		220			2,007			(1,247	)	(F)		980
Total current assets		554			18,251			639,166				657,971
Property and equipment, net		—			112			—				112
Other long-term assets		—			12			—				12
Marketable securities held in Trust Account		289,839			—			(289,839	)	(A)		—
Total assets	$	290,393		$	18,375		$	349,327			$	658,095
Liabilities, temporary equity and shareholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	8,134		$	3,710		$	(8,134	)	(H)	$	6,710
								3,000		(J)
Accounts payable and accrued liabilities – related party		—			481			—				481
Advance from related party		550			—			—				550
Deferred income		—			1,372			—				1,372
Redeemable preferred shares		—			15,069			(105	)	(J)		—
								(14,895	)	(K)
								(69	)	(L)
Total current liabilities		8,684			20,632			(20,203	)			9,113
Deferred underwriting fee payable		10,062			—			(10,062	)	(C)		—
Warrant liabilities		60,950			—			4,830		(G)		31,395
								(34,385	)	(M)
Total liabilities		79,696			20,632			(59,820	)			40,508
Temporary equity
Ordinary shares subject to possible redemption		205,697			—			(205,697	)	(N)		—
Shareholders’ equity
FREYR Battery ordinary shares		—			—			—				—
FREYR AS ordinary share capital		—			238			(238	)	(O)		—
Alussa Class A ordinary shares		1			—			(1	)	(P)		—
Alussa Class B ordinary shares		1			—			(1	)	(P)		—
Additional paid in capital		49,026			19,562			579,000		(D)		655,433
								(3,784	)	(F)
								(185,896	)	(I)
								(2,895	)	(J)
								14,895		(K)
								34,385		(M)
								205,697		(N)
								238		(O)
								2		(P)
								8,924		(Q)
								(63,721	)	(R)
Accumulated other comprehensive income		—			715			—				715
Accumulated deficit		(44,028	)		(22,772	)		(16,363	)	(B)		(38,561	)
								(6,934	)	(E)
								(3,330	)	(G)
								69		(L)
								(8,924	)	(Q)
								63,721		(R)
Total shareholders’ equity		5,000			(2,257	)		614,844				617,587

Total liabilities, temporary equity and shareholders’ equity	$	290,393		$	18,375		$	349,327			$	658,095

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 (in
thousands, except share and per share data)

	For the										For the
	three months										three months
	ended										ended
	March 31,										March 31,
	2021										2021
	Alussa			FREYR							Pubco Pro
	(Historical)			(Historical)			Transaction				Forma
	(US GAAP)			(US GAAP)			Adjustments				Combined
Operating expenses:
General and administrative	$	—		$	7,131		$	(15	)	(AA)	$	7,355
								239		(BB)
Research and development		—			2,907			(11	)	(AA)		2,896
Depreciation		—			10			—				10
Operating costs		5,329			—			—				5,329
Other operating expenses		—			1,871			—				1,871
Total operating expenses		5,329			11,919			213				17,461
Loss from operations		(5,329	)		(11,919	)		(213	)			(17,461	)
Other income (expense):
Warrant liability fair value adjustment		(25,593	)		—			15,694		(CC)		(9,899	)
Redeemable preferred shares fair value adjustment		—			6			(6	)	(DD)		—
Interest income		4			6			(4	)	(EE)		6
Foreign currency transaction loss		—			20			—				20
Loss before income taxes		(30,918	)		(11,887	)		15,471				(27,334	)
Income tax expense		—			—			—				—
Net loss		(30,918	)		(11,887	)		15,471				(27,334	)
Weighted average shares outstanding, basic and diluted					209,196,827							116,440,191
Basic and diluted net loss per common share				$	(0.06	)					$	(0.23	)
Weighted average redeemable ordinary shares outstanding, basic and diluted		23,470,955
Basic and diluted net income per redeemable ordinary share	$	—
Weighted average non – redeemable ordinary shares outstanding, basic and diluted		12,466,545
Basic and diluted net loss per non – redeemable ordinary share	$	(2.48	)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020 (in
thousands, except share and per share data)

	For the											For the
	year ended											year ended
	December 31,											December 31,
	2020											2020
	Alussa			FREYR								Pubco Pro
	(Historical)			(Historical)			Transaction					Forma
	(US GAAP)			(US GAAP)			Adjustments					Combined
Operating expenses:
General and administrative	$	—		$	4,377		$	955		(BB)		$	21,771
								16,363		(FF)
								6,934		(GG)
								8,505		(HH)
								(15,363	)	(II)
Research and development		—			1,865			—					1,865
Depreciation		—			15			—					15
Operating costs		5,191			—			—					5,191
Other operating expenses		—			2,666			(123	)	(AA	)		2,543
Total operating expenses		5,191			8,923			17,271					31,385
Loss from operations		(5,191	)		(8,923	)		(17,271	)				(31,385	)
Other income (expense):
Warrant liability fair value adjustment		(4,394	)		(1,670	)		(969	)	(CC)			(7,033	)
Redeemable preferred shares fair value adjustment		—			(70	)		70		(DD)			—
Convertible notes fair value adjustment		—			(201	)		—					(201	)
Interest expense		—			(53	)		—					(53	)
Interest income		2,004			20			(2,004	)	(EE)			20
Foreign currency transaction gain		—			38			—					38
Gain on settlement of warrant liability		—			466			—					466
Other income		—			788			—					788
Loss before income taxes		(7,581	)		(9,605	)		(20,174	)				(37,360	)
Income tax expense		—			—			—					—
Net loss		(7,581	)		(9,605	)		(20,174	)				(37,360	)

Weighted average shares outstanding, basic and diluted					158,142,423								116,440,191
Basic and diluted net loss per common share				$	(0.06	)						$	(0.32	)
Weighted average redeemable ordinary shares outstanding, basic and diluted		24,958,411
Basic and diluted net income per redeemable ordinary share	$	0.07
Weighted average non – redeemable ordinary shares outstanding, basic and diluted		10,979,089
Basic and diluted net loss per non – redeemable ordinary share	$	(0.84	)

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, Alussa will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the following factors: (i) FREYR’s existing operations comprise the ongoing operations of the combined company, (ii) FREYR’s senior management comprises the senior management of the combined company and (iii) no shareholder has control of the board of directors or a majority voting interest in the combined company. In accordance with guidance applicable to these circumstances, the Business Combination will be treated as the equivalent of Pubco issuing share for the net assets of Alussa, accompanied by a recapitalization. The net assets of Alussa will be stated at historical cost, with no goodwill or other intangible assets recorded.

The unaudited pro forma condensed combined balance sheet as of March 31, 2021 assumes that the Business Combination and PIPE Investment occurred on March 31, 2021. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2021 and for the year ended December 31, 2020 present pro forma effect to the Business Combination, PIPE Investment, and issuance of the Loan Note and Loan Note Conversion as if they had been completed on January 1, 2020. The periods are presented on the basis of Alussa being considered the “acquired” company for accounting purposes.

The unaudited pro forma condensed combined balance sheet as of March 31, 2021 has been prepared using, and should be read in conjunction with, the following:

•

Alussa’s unaudited balance sheet as of March 31, 2021 and the related notes, included within the Proxy Statement/Prospectus; and

•

FREYR’s unaudited consolidated balance sheet as of March 31, 2021 and the related notes, included within the Proxy Statement/Prospectus.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2021 has been prepared using, and should be read in conjunction with, the following:

•

Alussa’s unaudited statement of operations for the three months ended March 31, 2021 and the related notes, included within the Proxy Statement/Prospectus; and

•

FREYR’s unaudited consolidated statement of operations for the three months ended March 31, 2021 and the related notes, included within the Proxy Statement/Prospectus.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2020 has been prepared using, and should be read in conjunction with, the following:

•

Alussa’s audited statement of operations for the year ended December 31, 2020 and the related notes, included within the Proxy Statement/Prospectus; and

•

FREYR’s audited consolidated statement of operations for the year ended December 31, 2020 and the related notes, included within the Proxy Statement/Prospectus.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination.

The unaudited pro forma condensed combined financial information assumes that the Pubco Public Warrants issued to Alussa Public Warrant holders upon completion of the reverse recapitalization will be equity classified.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation (continued)

The pro forma adjustments reflecting the consummation of the Business Combination, PIPE Investment, and issuance of the Loan Note and Loan Note Conversion are based on certain currently available information and certain assumptions and methodologies that Pubco believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Pubco believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination, PIPE Investment, and issuance of the Loan Note and Loan Note Conversion taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company. They should be read in conjunction with the historical financial statements and notes thereto of Alussa and FREYR included within the Proxy Statement/Prospectus.

2. Accounting Policies

After consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the combined company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.

3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared for informational purposes only.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.

The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the combined company filed consolidated income tax returns during the periods presented.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of the combined company’s shares outstanding, assuming the Business Combination occurred on January 1, 2020.

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2021 are as follows:

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information (continued)

Transaction Adjustments

(A)

Reflects the reclassification of $289,839 thousand of marketable securities held in the Alussa Trust Account that became available to fund the Business Combination.

(B)

Reflects the payment of transactions costs, including a $1,000 thousand bonus pool paid to Alussa’s officers and members of the Sponsor, incurred by Alussa in connection with the Business Combination.

(C)

Reflects the settlement of deferred underwriter’s fees incurred during the Alussa IPO paid upon completion of the Business Combination.

(D)

Reflects the issuance of 60,000,000 Pubco Ordinary Shares at a subscription price of $10.00 per share for proceeds of $579,000 thousand, net of issuance costs of $21,000 thousand in connection with the PIPE Investment, pursuant to the Subscription Agreements.

(E)

Reflects $6,934 thousand in permitted transaction bonuses to FREYR employees upon the closing of the Business Combination.

(F)

Reflects the payment of transaction costs, incurred by FREYR in connection with the Business Combination.

(G)

Reflects proceeds received by Alussa related to the Loan Note and the Private Placement Warrants issued pursuant to the Loan Note Conversion. The Private Placement Warrants are recognized as warrant liabilities at fair value, with the difference between the proceeds received and the fair value of the Private Placement Warrants recognized as an adjustment to Alussa’s accumulated deficit. The Private Placement Warrants were exchanged for Pubco Private Warrants upon consummation of the Business Combination.

(H)

Reflects the payment of Alussa’s historical accounts payable using funds held in the Alussa Trust Account that became available upon the close of the Business Combination.

(I)

Reflects the redemption of 18,439,168 Alussa Ordinary Shares for approximately $185,896 thousand at a redemption price of $10.08 per share.

(J)

Reflects the $3,000 thousand funding adjustment for the Norway Demerger of FREYR’s planned wind farm and transfer to SVPH prior to the First Closing pursuant to the Business Combination Agreement.

(K)

Reflects the conversion of the FREYR Preferred Shares into Pubco Ordinary Shares pursuant to the Business Combination.

(L)

Reflects the reversal of the historical fair value adjustment to the FREYR Preferred Shares.

(M)

Reflects the exchange of Alussa Public Warrants, which are liability classified, for an equivalent amount of Pubco Public Warrants, which are expected to be equity classified, upon consummation of the Business Combination. The unaudited pro forma condensed combined balance sheet reflects this reclassification as a decrease in warrant liabilities and a corresponding increase in Pubco’s additional paid-in capital. Also, this adjustment reflects the transfer of the 500,000 Private Placement Warrants from the Sponsor to certain of FREYR’s management and representatives pursuant to their compensation agreements, as discussed in (Q). As the warrants transferred have terms equivalent to the Pubco Public Warrants subsequent to transfer, this will result in a decrease in warrant liabilities and corresponding increase in Pubco’s additional paid-in capital.

(N)

Reflects reclassification of $205,697 thousand of ordinary shares subject to possible redemption to permanent equity.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information (continued)

(O)

Reflects the conversion of FREYR Ordinary Shares into Pubco Ordinary Shares pursuant to the Business Combination Agreement, based on the Exchange Ratio, which is expected to be 0.179038.

(P)

Reflects the conversion of Alussa Ordinary Shares into Pubco Ordinary Shares pursuant to the Business Combination Agreement.

(Q)

Reflects the recognition of share-based compensation expense for employee options, warrants and EDGE warrants that vested immediately upon the close of the Business Combination. This amount is inclusive of $615 thousand related to 500,000 Private Placement Warrants that were transferred from the Sponsor to certain of FREYR’s management and representatives pursuant to their compensation agreements. The key terms and conditions for awards to be granted under the 2021 Equity Incentive Plan have not yet been determined. As such, pro forma adjustments for the 2021 Equity Incentive Plan are not reflected in the unaudited pro forma condensed combined balance sheet.

(R)

Reflects the elimination of Alussa’s historical accumulated deficit and adjustments for the impact of transaction costs described in (B) and the working capital loan converted into Private Placement Warrants described in (G), as a result of the reverse recapitalization.

Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2021 and for the year ended December 31, 2020 are as follows:

Transaction Adjustments

	(AA)	Reflects the adjustments for the Norway Demerger of FREYR’s wind farm business and transfer to SVPH prior to the First Closing pursuant to the Business Combination Agreement.

	(BB)	Reflects the compensation of the board of directors of Pubco.

(CC)

Reflects the reversal of the historical fair value adjustment for the reclassification of the Alussa Public Warrants and the 500,000 Private Placement Warrants, described in (Q), that would not have been liability classified had the Business Combination been consummated on January 1, 2020, as further discussed in (M).

(DD)

Reflects the reversal of the historical fair value adjustment to the FREYR Preferred Shares that would not have been incurred had the Business Combination been consummated on January 1, 2020.

(EE)

Reflects the reversal of Alussa historical interest income related to marketable securities held in Trust Account that would not have been incurred had the Business Combination been consummated on January 1, 2020.

(FF)

Reflects the transaction costs, including a $1,000 thousand bonus pool to be paid to Alussa’s officers and members of the Sponsor, incurred by Alussa in relation to the Business Combination. These are non-recurring items.

(GG)

Reflects one-time cash bonuses to FREYR employees upon the closing of the Business Combination.

(HH)

Reflects the one-time recognition of share-based compensation expense for employee options and EDGE warrants that vested immediately upon the close of the Business Combination. The key terms and conditions for awards to be granted under the 2021 Equity Incentive Plan have not been determined. As such, pro forma adjustments for the 2021 Equity Incentive Plan are not reflected in the unaudited pro forma condensed combined statement of operations.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Adjustments to Unaudited Pro Forma Condensed Combined Financial Information (continued)

(II)

Reflects the elimination of transaction costs related to the Business Combination that would not have otherwise been incurred since they are treated as a reduction of the cash proceeds and are deducted from Pubco’s additional paid-in capital rather than expensed as incurred.

Loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2020. As the Business Combination and related proposed equity transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination and PIPE Investment have been outstanding for the entire period presented.

The unaudited pro forma condensed combined financial information has been prepared for the three months ended March 31, 2021 and for the year ended December 31, 2020 (in thousands, except share and per share amounts):

	Pro Forma Combined
For the Three Months Ended March 31, 2021
Pro forma net loss	$	(27,334	)
Pro forma net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.23	)
Weighted average ordinary shares outstanding, basic and diluted		116,440,191
For the Year Ended December 31, 2020
Pro forma net loss	$	(37,360	)
Pro forma net loss per share attributable to ordinary shareholders, basic and diluted	$	(0.32	)
Weighted average ordinary shares outstanding, basic and diluted		116,440,191

(1)

Diluted loss per ordinary share is the same as basic loss per ordinary share because the effects of potentially dilutive instruments were anti-dilutive as a result of the Company’s net loss.

Exhibit 99.2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholder of FREYR Battery

Opinion on the Financial Statement — Balance Sheet

We have audited the accompanying consolidated balance sheet of FREYR Battery and its subsidiary (the “Company”) as of May 31, 2021, including the related notes (collectively referred to as the “consolidated financial statement”). In our opinion, the consolidated financial statement presents fairly, in all material respects, the financial position of the Company as of May 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The consolidated financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of this consolidated financial statement in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statement is free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers AS

Oslo, Norway
July 7, 2021

We have served as the Company’s auditor since 2021.

FREYR BATTERY
Consolidated Balance Sheet as of May 31, 2021
(U.S. dollars in actuals)

Assets
Cash	$	39,736
Total Assets	$	39,736
Liabilities, Temporary Equity and Shareholder’s Equity
Accounts payable	$	261
Total Liabilities		261
Ordinary shares subject to possible redemption, no nominal value, 40,000 shares authorized, issued and outstanding		40,000
Shareholder’s Equity
Accumulated deficit		(525	)
Total Shareholder’s Equity		(525	)
Total Liabilities, Temporary Equity and Shareholder’s Equity	$	39,736

FREYR BATTERY
Notes to Consolidated Balance Sheet

Note 1: Background and Nature of Operations

FREYR Battery (the “Company”) was incorporated as a public limited liability company (“Société Anonyme”) under the laws of Grand Duchy of Luxembourg on January 20, 2021. The Company was formed for the purpose of effecting a merger between Alussa Energy Acquisition Corp. (“Alussa”), FREYR AS (“FREYR”), and certain other affiliated entities through a series of transactions (the “Business Combination”) pursuant to the definitive agreement entered into on January 29, 2021. In conjunction with the Business Combination, Alussa and FREYR will become wholly-owned subsidiaries of and will be operated by the Company. Upon the completion of the Business Combination, the Company will succeed to substantially all of the operations of its predecessor, FREYR.

Note 2: Basis of Presentation and Accounting

The balance sheet is presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in shareholder’s equity, and cash flows have not been presented because there have only been nominal activities in this entity from January 20, 2021 (Inception) through May 31, 2021. For the period from January 20, 2021 (Inception) through May 31, 2021, the Company incurred a total of $515 in interest expense and other bank charges and foreign currency transaction losses of $10 for a total impact of $525.

Basis for Consolidation

The consolidated balance sheet includes the accounts of the Company and its wholly-owned subsidiary. The Company had only nominal operations for the period from January 20, 2021 (Inception) through May 31, 2021.

Note 3: Summary of Significant Accounting Policies — Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Note 4: Temporary Equity

The Company has issued share capital of 40,000 fully paid redeemable shares with no nominal value in exchange for $40,000. The shares are redeemable at any time by the Company; however, as the holder of the redeemable shares also controls the Company, the redemption option is not considered to be within the control of the Company. As a result, the redeemable shares are classified as temporary equity.

Note 5: Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

The Business Combination was approved at the extraordinary general meeting of FREYR shareholders held on February 16, 2021 and the extraordinary general meeting of Alussa shareholders held on June 30, 2021. The first closing of the Business Combination will occur on July 7, 2021 and the second closing will occur on July 9, 2021.