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): January 29, 2021

  

ALUSSA ENERGY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

  

Cayman Islands   001-39145   N/A
(State or other jurisdiction
of incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)

 

PO Box 500, 71 Fort Street

Grand Cayman KY1-1106

Cayman Islands

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: +1 345 949 4900

 

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
         
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant   ALUS.U   The New York Stock Exchange
         
Class A Ordinary Shares, par value $0.0001 per share   ALUS   The New York Stock Exchange
         
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share   ALUS.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  þ

 

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. ☐

 

 

 

 

 

 

ADDITIONAL INFORMATION

 

FREYR Battery, a company organized under the laws of Luxembourg (“Pubco”), intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as amended, the “Registration Statement”), which will include a preliminary proxy statement of Alussa Energy Acquisition Corp., a Cayman Island exempted company (“Alussa”), and a prospectus in connection with the proposed business combination transaction (the “Business Combination”) involving Alussa, Pubco and FREYR A/S, a company organized under the laws of Norway (“FREYR”). After the Registration Statement is filed and declared effective, the definitive proxy statement and other relevant documents will be mailed to shareholders of Alussa as of a record date to be established for voting on the Business Combination. Shareholders of Alussa and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with Alussa’s solicitation of proxies for the special meetings to be held to approve the Business Combination because these documents will contain important information about Alussa, FREYR, Pubco and the Business Combination. Alussa shareholders and other interested persons will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to Alussa by contacting its Chief Executive Officer, Daniel Barcelo, c/o Alussa Energy Acquisition Corp. PO Box 500, 71 Fort Street, Grand Cayman KY1-1106, Cayman Islands, at +1(345) 949 4900.

 

Participants in the Solicitation

 

Alussa, Pubco and FREYR and certain of their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the shareholders of Alussa in favor of the approval of the Business Combination. Shareholders of Alussa and other interested persons may obtain more information regarding the names and interests in the proposed transaction of Alussa’s directors and officers in Alussa’s filings with the SEC, including Alussa’s annual report on form 10-K for the year-ended December 31, 2019, which was filed with the SEC on March 26, 2020, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Additional information regarding the interests of such potential participants will also be included in the Registration Statement and other relevant documents when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

 

Forward-Looking Statements

 

Certain statements made herein or incorporated by reference contain, and certain oral statements made by representatives of Alussa, Pubco and FREYR and their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Alussa’s, Pubco’s and FREYR’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” ”would,”“believe,” “predict,” “potential,” “might” and “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Alussa’s, Pubco’s and FREYR’s expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside of the control of Alussa,, Pubco or FREYR and are difficult to predict.

 

1

 

 

Factors that may cause such differences include but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement (as defined below); (2) the inability to complete the Business Combination, including due to the failure to obtain approval of the shareholders of Alussa or the shareholders of FREYR or other conditions to closing in the Business Combination Agreement; (3) the inability to obtain or maintain (as applicable) the listing of Pubco’s or Alussa’s common stock on Nasdaq following the Business Combination, (4) the failure to meet the minimum cash requirements of the Business Combination Agreement due to Alussa shareholder redemptions and the failure to obtain replacement financing; (5) the risk that the Business Combination disrupts current plans and operations of FREYR as a result of the announcement and consummation of the Business Combination; (6) the failure to meet projected development and production targets; (7) costs related to the proposed Business Combination; (8) changes in applicable laws or regulations; (9) the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition, the ability of the combined company to pursue a growth strategy and manage growth profitability and hire and retain key employees; (10) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (11) the effect of the global COVID-19 pandemic on Alussa, Pubco and FREYR and their ability to consummate the Business Combination or any of the foregoing risks; and (12) other risks and uncertainties described herein, as well as those risks and uncertainties to be identified in the Registration Statement and proxy statement/prospectus (when available) relating to the Business Combination, including those under “Risk Factors” therein, and in other filings with the SEC made by Alussa or Pubco. The foregoing list of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Alussa, Pubco nor FREYR undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law.

 

No Offer or Solicitation

 

This Current Report on Form 8-K and the exhibits hereto do not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

 

Item 1.01

Entry into a Material Definitive Agreement.

 

Business Combination Agreement

 

This section describes the material provisions of the Business Combination Agreement (as defined below) but does not purport to describe all of the terms and conditions thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1. Alussa’s shareholders, warrant holders and other interested parties are urged to read such agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement.

 

General Terms and Effects

 

On January 29, 2021, Alussa entered into a Business Combination Agreement (the “Business Combination Agreement”) with FREYR A/S, a company organized under the laws of Norway (“FREYR”), Alussa Energy Sponsor LLC, a limited liability company formed under the laws of Delaware, in the capacity as the representative for the Alussa shareholders in accordance with the terms and conditions of the Business Combination Agreement (“Sponsor” or “Purchaser Representative”), FREYR Battery, a corporation in the form of a public limited liability company organized under the laws of Luxembourg (“Pubco”), Norway Sub 1 AS, a private limited liability company under the laws of Norway (“Norway Merger Sub 1”), Norway Sub 2 AS, a private limited liability company under the laws of Norway (“Norway Merger Sub 2” and together with Norway Merger Sub 1, the “Norway Merger Subs”), Adama Charlie Sub, a Cayman Islands exempted company (“Cayman Merger Sub”), certain shareholders of FREYR named in the Business Combination Agreement (the “Major Shareholders”), and ATS NEXT AS, in the capacity as the representative for the Major Shareholders in accordance with the terms and conditions of the Business Combination Agreement (the “Shareholder Representative”).

 

Prior to the completion of the transactions contemplated by the Business Combination Agreement, (i) the Norway Merger Subs shall be wholly-owned subsidiaries of Alussa, (ii) Pubco shall be a wholly-owned subsidiary of Purchaser Representative and (iii) Cayman Merger Sub shall be a wholly-owned subsidiary of Pubco.

 

2

 

 

Pursuant to the terms of the Business Combination Agreement, (a) Alussa will merge with and into Cayman Merger Sub, with Alussa continuing as the surviving entity (the “Cayman Merger”), (b) Alussa will distribute all of its interests in Norway Merger Sub 1 to Pubco, (c) FREYR will merge with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity (the “Norway Merger”), (d) Norway Merger Sub 1 will merge with and into Pubco, with Pubco continuing as the surviving entity (the “Cross-Border Merger”), as a result of which, (i) each issued and outstanding security of Alussa immediately prior to the effective time of the Cayman Merger shall be exchanged for the right of the holder thereof to receive securities of Pubco in accordance with the Business Combination Agreement (or, in the case of Dissenting Purchaser Shareholders, if any, the right to receive the fair value of such holder’s Dissenting Purchaser Ordinary Shares and such other rights as are granted by the Cayman Companies Law), (ii) each issued and outstanding security of FREYR immediately prior to the effective time of the Norway Merger shall be exchanged for the right of the holder thereof to receive securities of Norway Merger Sub 1 in accordance with the Business Combination Agreement and (iii) each issued and outstanding security of Norway Merger Sub 1 immediately prior to the Cross-Border Effective Time shall be exchanged for the right of the holder to receive securities of Pubco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law.

 

Prior to the First Closing (as defined below), FREYR will transfer its wind farm business to Sjonfjellet Vindpark Holding AS (“SVPH”), a private limited liability company to be incorporated by way of demerger resulting in such business becoming held by the FREYR shareholders through such company (the “Norway Demerger”) in accordance with the Norway Plan of Demerger.

 

Consideration

 

After the implementation of the Norway Merger and prior to the implementation of the Cross-Border Merger, Pubco shall acquire all preferred shares of Norway Merger Sub 1 (which will be issued in exchange for the preferred shares in FREYR as a part of the Norway Merger) from the Company Preferred Share Transferors (as defined below) in exchange for a number of newly issued shares of Pubco equal to (A) (i) $7,446,000 or, (ii) to the extent the Company Preferred Share Transferors fund the second tranche of the investment contemplated by the Funding Commitment Letter, $14,895,000, divided by (B) $10.00 per ordinary share, which is equal to the subscription price in the Commitment Agreement (the “PIPE Price”). As part of such transaction, 92,500,000 warrants held by the Company Preferred Share Transferors to subscribe for common shares of Norway Merger Sub 1 (which will be issued in exchange for the warrants in FREYR as a part of the Norway Merger) shall be cancelled. the Company Preferred Share Transferors and FREYR entered into the Funding Commitment Letter on October 23, 2020, as amended or restated, pursuant to which the Company Preferred Share Transferors agreed to invest either $7,500,000 or $15,000,000 into preferred shares and warrants of FREYR. Following the Norway Demerger, the Company Preferred Share Transferors received shares in SVPH. The Company Preferred Share Transferors informed us that they have entered into an agreement with another FREYR shareholders whereby the Company Preferred Share Transferors will exchange their shares in SVPH for shares in FREYR, to be completed prior to the First Closing.

 

As a result of and upon the Second Closing (as defined below), among other things, all outstanding FREYR Shares (other than those held by Pubco), will be exchanged for the right to receive shares in Pubco, which in the aggregate will be a number of Pubco ordinary shares equal to (A) $410,550,000 (the “Base Consideration”), plus or minus (B) any Legal Cost Adjustment (as described below), as applicable, and dividing such number by the lower of (i) the Redemption Price and (ii) the PIPE Price (as defined in the Commitment Agreements), which number shall then be multiplied by (C) the Exchange Ratio. The Legal Cost Adjustment shall be (x) to the extent the legal costs incurred in connection with the Transactions by FREYR up to the Second Closing Date (“FREYR Legal Costs”) exceed $4,500,000, an amount equal to the FREYR Legal Costs minus $4,500,000 (which amount shall be deducted from the consideration above), (y) to the extent the FREYR Legal Costs are less than $2,500,000, an amount equal to $2,500,000 minus the FREYR Legal Costs (which amount shall be added to the consideration above) and (z) to the extent the FREYR Legal Costs are between $2,500,000 and $4,500,000, the Legal Cost Adjustment shall equal $0. The Exchange Ratio is a number equal to the quotient obtained by dividing (a) the Equity Consideration divided by the lower of (i) the Redemption Price and (ii) the PIPE Price, divided by (b) the number of Aggregate Fully Diluted Company Shares. Based on the currently available information with respect to the variables included in the Exchange Ratio calculation, the Exchange Ratio is expected to be 0.179031.

 

An additional 60,000,000 Pubco Ordinary Shares will be purchased at the PIPE Price on or prior to the Second Closing by certain third-party investors (the “PIPE Investment”) pursuant to the Subscription Agreement (as defined below). The proceeds of the PIPE Investment, together with the amounts remaining in Alussa’s Trust Account as of immediately following completion of the Cross-Border Merger, will be retained by Pubco following the Second Closing.

 

3

 

 

Treatment of FREYR Options, FREYR EDGE Warrants and FREYR Warrants

 

As a result of and upon the Second Closing, among other things, all (i) options to purchase FREYR Ordinary Shares, (ii) FREYR warrants issued to EDGE Global LLC and (iii) all other warrants, in each case outstanding as of immediately prior to the effective time of the Norway Merger will be converted into (a) options to purchase Pubco Ordinary Shares (“Pubco Options”), (b) warrants issued to EDGE Global to purchase Pubco Ordinary Shares (“Pubco EDGE Warrants”) and (c) other warrants to purchase Pubco Ordinary Shares (“Pubco Warrants”), respectively.

 

Subject to the terms of the Business Combination Agreement, each Pubco Option, Pubco EDGE Warrant and Pubco Warrant will relate to the number of whole shares of Pubco Ordinary Shares (rounded down to the nearest whole share) equal to (i) the number of Pubco Ordinary Shares subject to the applicable Pubco Option, Pubco EDGE Warrant and Pubco Warrant multiplied by (ii) the Exchange Ratio. The exercise price for each Pubco Option, Pubco EDGE Warrant and Pubco Warrant will equal (i) the exercise price of the applicable Pubco Option, Pubco EDGE Warrant and Pubco Warrant divided by (ii) the Exchange Ratio. Each Pubco Option, Pubco EDGE Warrant and Pubco Warrant will remain subject to the same terms and conditions that were in effect with respect to the related FREYR Option, FREYR EDGE Warrant or FREYR Option, as applicable, prior to the effective time of the Norway Merger.

 

Escrow Shares

 

At or prior to the First Closing Date, Pubco, the Purchaser Representative, the Shareholder Representative and the Escrow Agent shall enter into an Escrow Agreement, effective as of the Second Closing Date (the “Escrow Agreement”), pursuant to which Pubco shall cause to be delivered to the Escrow Agent at the Second Closing a number of Pubco Ordinary Shares (valued at the lower of (i) the Redemption Price and the (ii) PIPE Price) equal to 5% of the amount of Base Consideration (the “Escrow Shares”). Such Escrow Shares shall serve as the Major Shareholders’ obligations after the Closings in respect of indemnification and leakage. Payments in respect of the Major Shareholders’ obligations in respect of indemnification and leakage shall be first settled against the Escrow Shares.

 

The portion of Pubco Ordinary Shares that shall be withheld at the Second Closing for deposit in the Escrow Account shall be allocated among the Major Shareholders based on their respective pro rata equity interests in FREYR (as between the Major Shareholders) immediately prior to the Second Closing. The Escrow Shares shall be released from the Escrow Account 12 months after the Second Closing.

 

Closings

 

The transactions contemplated by the Business Combination Agreement shall be consummated on the First Closing Date and the Second Closing Date. In accordance with the terms and subject to the conditions of the Business Combination Agreement, the First Closing shall take place on the fifth business day after the satisfaction or waiver of the closing conditions set forth in the Business Combination Agreement (other than the closing conditions that by their nature are to be satisfied at the First Closing, but subject to the satisfaction or waiver of those conditions) unless another time or date is mutually agreed to in writing by the parties. In accordance with the terms and subject to the conditions of the Business Combination Agreement, the Second Closing shall take place on the second business day after the First Closing unless another time or date is mutually agreed to in writing by the parties.

 

Representations and Warranties

 

The Business Combination Agreement contains representations and warranties of Alussa, Pubco, FREYR and the Major Shareholders, certain of which are qualified by materiality and Material Adverse Effect (as defined below) and may be further modified and limited by the disclosure schedules. The representations and warranties of Alussa are also qualified by information included in Alussa’s public filings, filed or submitted to the SEC on or prior to the date of the Business Combination Agreement (subject to certain exceptions contemplated by the Business Combination Agreement). The representations and warranties made by Alussa, Pubco, FREYR and the Major Shareholders are customary for similar transactions

 

4

 

 

Representations and Warranties of FREYR

 

FREYR has made representations and warranties relating to, among other things, company organization, subsidiaries, due authorization, no conflict, governmental authorities and consents, capitalization of FREYR and its subsidiaries, financial statements, litigation and proceedings, legal compliance, contracts and no defaults, benefit plans, employment and labor relations, taxes, brokers’ fees, insurance, licenses, tangible personal property, real property, intellectual property, privacy, cybersecurity, information technology, environmental matters, absence of changes, anti-corruption compliance, sanctions and international trade compliance, information supplied, vendors and customers, including memoranda of understanding with potential vendors and customers, related party transactions and sufficiency of assets. The representations and warranties of FREYR identified as fundamental under the terms of the Business Combination Agreement are those made pursuant to: (i) Section 7.1 of the Business Combination Agreement (Organization and Standing), (ii) Section 7.2 of the Business Combination Agreement (Authorization; Binding Agreement), (iii) 7.3(a) of the Business Combination Agreement (Capitalization) and (iv) Section 7.4 of the Business Combination Agreement (Subsidiaries) (collectively, the “FREYR Fundamental Warranties”).

 

Representations and Warranties of Alussa

 

Alussa has made representations and warranties (on behalf of itself and the Norway Merger Subs) relating to, among other things, company organization, due authorization, no conflict, SEC filings, internal controls, listing, financial statements, governmental authorities and consents, legal compliance, trust account, Investment Company Act, absence of changes, capitalization, brokers’ fees, indebtedness, taxes, business activities and no outside reliance.

 

Representations and Warranties of Pubco

 

Pubco has made representations and warranties (on behalf of itself and the Cayman Merger Sub) relating to, among other things, company organization, due authorization, no conflict, governmental authorities and consents, legal compliance, Investment Company Act, absence of changes, capitalization, brokers’ fees, indebtedness, business activities and no outside reliance.

 

Representations and Warranties of the Major Shareholders

 

Each Major Shareholder has made representations and warranties (with respect to itself only) relating to, among other things, company organization, due authorization, no conflict, governmental authorities and consents, title to shares, litigation and proceedings and brokers’ fees. The representations and warranties of the Major Shareholders identified as fundamental under the terms of the Business Combination Agreement are those made pursuant to: (i) Section 8.1 of the Business Combination Agreement (Organization and Standing), (ii) Section 8.2 of the Business Combination Agreement (Authorization; Binding Agreement) and (iii) Section 8.3 of the Business Combination Agreement (Ownership) (collectively, the “Major Shareholder Fundamental Warranties”).

 

Survival of Representations and Warranties

 

The FREYR Fundamental Warranties and the Major Shareholder Fundamental Warranties survive the Second Closing for a period of six years. The representations and warranties of FREYR made in Sections 7.13(a)-(d) (Intellectual Property) and 7.14 (Taxes and Returns) survive the Second Closing for a period equal to the applicable statute of limitations plus 30 days (together with the FREYR Fundamental Warranties and the Major Shareholder Fundamental Warranties, the “Special Reps and Warranties”). All other representations and warranties of FREYR and the Major Shareholders shall survive the Second Closing for a period of 12 months.

 

No claim for indemnification may be made after the applicable expiration date, with the exception of any claims of fraud made in accordance with the terms of the Business Combination Agreement.

 

The representations and warranties of Alussa and Pubco contained in the Business Combination Agreement or in any certificate or instrument delivered by or on behalf of Alussa, Pubco and the Merger Subs pursuant to the Business Combination Agreement do not survive the First Closing and Second Closing. No claims or actions may be asserted against the Purchaser, the Purchaser Representative or their respective Representatives with respect thereto.

 

5

 

 

Indemnification

 

The Major Shareholders have agreed to indemnify Pubco for losses that Pubco may sustain as a result of (i) the breach of any representation or warranty made by FREYR in the Business Combination Agreement or in any certificate executed and delivered by FREYR thereto, (ii) the breach of any covenant, obligation or agreement on the part of FREYR in the Business Combination Agreement or in any certificate delivered by FREYR pursuant thereto, (iii) the breach of any representation or warranty made by the Major Shareholders in the Business Combination Agreement or in any certificate executed and delivered by the Major Shareholders thereto and (iv) the breach of any covenant, obligation or agreement on the part of the Major Shareholders in the Business Combination Agreement or in any certificate delivered by the Major Shareholders pursuant thereto (provided that in the case of (iii) and (iv), the Major Shareholders are not liable in respect of breaches by another Major Shareholder).

 

Pubco is not entitled to receive any indemnification payments unless and until the aggregate amount of losses incurred by Pubco exceeds $2,000,000, in which case the Major Shareholders are obligated to Pubco for the amount of all losses from the first dollar of losses, provided that the basket shall not apply for breaches of any Special Reps and Warranties or in respect of fraud claims. The maximum aggregate amount of payments which each Major Shareholder is obligated to pay (other than with respect to (i) fraud claims and (ii) claims for breaches of Special Reps and Warranties) does not exceed an amount equal to 10% of the sum of (x) the Exchange Shares received by such Major Shareholder at the Second Closing, plus (y) any Escrow Shares withheld from such Major Shareholder at the Second Closing (each such Escrow valued at the lower of the Redemption Price and the PIPE Price). The maximum aggregate amount of payments which each Major Shareholder is obligated to pay (other than with respect to (i) fraud claims and (ii) claims for breaches of FREYR Fundamental Warranties and Major Shareholder Fundamental Warranties) does not exceed an amount equal to 25% of the sum of (x) the Exchange Shares received by such Major Shareholder at the Second Closing, plus (y) any Escrow Shares withheld from such Major Shareholder at the Second Closing (each such Escrow Share valued at the lower of the Redemption Price and the PIPE Price). The maximum aggregate amount of payments which each Major Shareholder is obligated to pay (other than with respect to fraud claims), does not exceed an amount equal to 100% of the sum of (x) Exchange Shares received by such Major Shareholder at the Second Closing, plus (y) any Escrow Shares withheld from such Major Shareholder at the Second Closing) (each such Escrow Share valued at the lower of the Redemption Price and the PIPE Price).

 

Indemnification claims against the Major Shareholders shall first be applied against Escrow Shares (based on the relevant Major Shareholder Pro Rata Percentage). After the Escrow Shares are exhausted, each Major Shareholder’s indemnification obligation will be determined by reference to the Shareholder Pro Rata Percentage. After all Escrow Shares are applied with respect to any indemnification obligations, each Major Shareholder shall be entitled to satisfy its indemnification obligations with cash or ordinary shares in Pubco. For purposes of determining the indemnification payment, the value of each Escrow Share or other ordinary share of Pubco used to satisfy indemnification obligations shall be the value-weighted average trading price of ordinary shares in Pubco in the 10 trading days up to the date on which the indemnification claim is finally determined.

 

Leakage

 

Under the Business Combination Agreement, the transaction consideration shall be adjusted on a dollar-for-dollar basis with respect to Leakages between September 30, 2020 and the Second Closing Date (the “Locked Box Period”). “Leakage” shall include, among others, dividends declared to any FREYR shareholder or their affiliates, any transaction bonuses (in excess of $5 million), consultant, advisory or other fees outside of the course and the other Leakages set forth in the Business Combination Agreement, other than Permitted Leakages.

 

If at any time prior to the Second Closing, FREYR becomes aware of the occurrence of any Leakage during the Locked Box Period, FREYR shall notify Alussa of such Leakage and the FREYR shareholder(s) to whom such Leakage is attributable. The consideration attributable to such shareholder(s) on the Second Closing shall be reduced by the amount of such Leakage.

 

Material Adverse Effect

 

Under the Business Combination Agreement, certain representations and warranties of FREYR are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, a material adverse effect (“Material Adverse Effect”) means any event, state of facts, development, circumstance, occurrence or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the business, assets, liabilities, results of operations or financial condition of FREYR and its subsidiaries, taken as a whole or (ii) the ability of FREYR or its subsidiaries to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents to which they are parties or bound or to perform their obligations thereunder, in each case subject to certain customary exceptions.

 

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Covenants and Agreements

 

FREYR has provided covenants relating to, among other things, conduct of business, inspection, preparation and delivery of certain audited and unaudited financial statements and acquisition proposals.

 

Alussa and Pubco have provided covenants relating to, among other things, preparation of the registration statement, employee matters, trust account proceeds, listing, no solicitation by Alussa, Alussa’s conduct of business, post-closing directors and officers, indemnification and insurance, Alussa public filings and PIPE Investment subscriptions.

 

Conduct of Business

 

FREYR has agreed that from the date of the Business Combination Agreement through the earlier of the termination of the Business Combination Agreement and the Second Closing Date (the “Interim Period”), except as otherwise explicitly contemplated by the Business Combination Agreement and the Ancillary Agreements, FREYR shall (and shall cause its subsidiaries to) (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice and/or FREYR’s business plan and (ii) comply in all material respects with all laws applicable to FREYR’s direct and indirect subsidiaries and their respective businesses, assets and employees. During the Interim Period, FREYR has also agreed not to, and to cause its subsidiaries not to, take certain specified customary actions except as otherwise contemplated by the Business Combination Agreement, the Ancillary Agreements or FREYR’s business plan, as consented to by Alussa in writing (which consent will not be unreasonably conditioned, withheld, delayed or denied) or as required by applicable law.

 

During the Interim Period and except as otherwise explicitly contemplated by the Business Combination Agreement and the Ancillary Agreements, Alussa, Pubco and the Merger Subs have each agreed to (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice and (ii) comply in all material respects with all laws applicable to such person and its businesses, assets and employees. During the Interim Period, except as otherwise contemplated by the Business Combination Agreement or the Ancillary Agreements, Alussa, Pubco and the Merger Subs agreed not to take certain specified customary actions.

 

Covenants of Alussa and Pubco

 

Pursuant to the Business Combination Agreement, Alussa and/or Pubco has agreed (as applicable), among other things, to:

 

● adopt, prior to the Second Closing Date, the new equity incentive plan in the form agreed in connection with the Business Combination Agreement;

 

● take certain actions so that the Trust Amount will released from the trust account and so that the trust account will terminate thereafter, in each case, pursuant to the terms and subject to the terms and conditions of the Trust Agreement;

 

● during the Interim Period, not instruct its representatives not to, initiate any negotiations or enter into any agreements for certain alternative transactions;

 

● delist and deregister Alussa units, Class A ordinary shares and Alussa Warrants from the NYSE and to terminate its registration with the SEC as of the First Closing Date;

 

● use commercially reasonable efforts to cause Pubco’s ordinary shares to be approved for listing on the NYSE by no later than the First Closing Date, and to remain listed as a public company on the NYSE through the Second Closing Date;

 

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● take all necessary action so that, effective as of the Second Closing, Pubco’s board of directors will consist of eight natural persons, of whom (i) three shall be appointed by Alussa, of whom at least two shall qualify as independent directors under NYSE rules, (ii) three shall be appointed by FREYR, of whom at least two shall qualify as independent directors under NYSE rules and (iii) two persons shall be mutually agreed between Alussa and FREYR prior to the First Closing Date, who shall qualify as independent under NYSE rules, provided that the parties will ensure that the composition of Pubco’s board of directors satisfies the applicable requirement for Pubco to qualify as a "foreign private issuer" (as defined in the Securities Exchange Act of 1933);

 

● take all actions to terminate the existing registration rights agreement, dated November 25, 2019, between Alussa and Alussa Energy Sponsor LLC, effective as of the First Closing;

 

● maintain for a period of not less than six years from the Second Closing Date (i) provisions in Pubco’s governing documents and those of its subsidiaries concerning the indemnification and exoneration of Alussa’s and FREYR’s former and current officers, directors and employees and agents, on terms no less favorable than as contemplated by the applicable governing documents of Alussa or FREYR (as applicable), in each case as of the date of the Business Combination Agreement and (ii) a directors’ and officers’ liability insurance policy covering those persons who are currently covered by Alussa and FREYR’s directors’ and officers’ liability insurance policies on terms not less favorable than the terms of such insurance coverage as of the date of the Business Combination Agreement;

 

● from the date of the Business Combination Agreement through the effective time of the Merger, keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable law;

 

● promptly as practicable after the registration statement is declared effective under the Securities Act, (i) disseminate proxy statement to shareholders of Alussa, (ii) give notice, convene and hold a meeting of the shareholders to vote on the Purchaser Shareholder Approval Matters (as defined in the Business Combination Agreement) in each case in accordance with its governing documents then in effect and Section 710 of the NYSE Listing Rules, for a date no later than 30 business days following the date the registration statement is declared effective, (iii) solicit proxies from the holders of Public Shares to vote in favor of each of the Purchaser Shareholder Approval Matters, and (iv) provide its shareholders with the opportunity to elect to effect a Redemption; and

 

● use its reasonable best efforts to take, or to cause to be taken, all actions required, necessary or that it deems to be proper or advisable to consummate the transaction contemplated by the PIPE Subscription Agreements on the terms described therein, including using its reasonable best efforts to enforce its rights under the PIPE Subscription Agreements to cause the PIPE Investors to pay to (or as directed by) Pubco the applicable purchase price under each PIPE Investor’s applicable Subscription Agreement in accordance with its terms.

 

Covenants of FREYR

 

Pursuant to the Business Combination Agreement, FREYR has agreed, among other things, to:

 

● provide Alussa and its accountants, counsel and other representatives reasonable access during the Interim Period such materials and information about FREYR, and specified members of management of FREYR, in each case as Alussa may reasonably request;

 

● provide to Pubco and Alussa, as soon as practicable after entry into the Business Combination Agreement, (i) audited financial statements (together with the auditor’s reports thereon) of Alussa and its subsidiaries as of and for (x) the years ended December 31, 2020, 2019 and 2018, audited in accordance with PCAOB auditing standard by a PCAOB qualified auditor and (ii) if required to be provided by law or SEC rule or practice as of the date of the initial filing of the registration statement with the SEC, financial statements as of and for the period ending for as of the latest available calendar quarter end date;

 

● at or prior to the Second Closing Date, terminate and settle all shareholders’, voting rights or other similar agreement between the Company and its shareholders without further liability to Alussa, FREYR, Pubco or any of their subsidiaries;

 

● at or prior to the Second Closing Date, take all other actions to cancel the remaining unallocated share reserve under the FREYR equity plan and provide that no new FREYR options will be granted under such plan, provided that FREYR may, prior to the Second Closing Date, conditionally grant options under the Pubco equity incentive plan to be effective after Closing;

 

● take all actions necessary under applicable law and its governing documents to convene a special meeting of shareholders to approve and adopt the transactions contemplated by the Business Combination Agreement; and

 

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● during the Interim Period, not, and to use reasonable best efforts to cause its representatives to not, among others, (i) solicit or facilitate the making, submission or announcement of any alternate transaction, (ii) furnish any non-public information regarding itself to any party in connection with or in response to an alternate transaction, or (iii) engage or participate in discussions with any person or group with respect to, or that would reasonably be expected to give rise to, an alternate transaction.

 

Joint Covenants of Alussa and FREYR

 

In addition, each of Alussa, FREYR and Pubco has agreed, among other things, to take certain actions as set forth below:

 

● give notice to the other parties as promptly as practicable to such party of facts, circumstances and conditions which would, or would reasonably be expected to cause any closing conditions to not be satisfied, or the satisfaction of certain conditions to be delayed;

 

● use commercially reasonable efforts to take, or cause to be taken, all actions necessary, proper or advisable under applicable law and regulations to consummate the transactions contemplated by the Business Combination Agreement;

 

● to cause the proxy statement/prospectus, and the Registration Statement, to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the transactions contemplated by the Business Combination Agreement and otherwise ensure that the information contained therein contains no untrue statement of material fact or material omission; and

 

● take all actions necessary in respect of the Merger Subs under applicable law and their respective organizational documents to hold shareholders’ meetings and pass resolutions approving and adopting the Business Combination Agreement and the applicable Mergers and other transactions contemplated thereby.

 

Closing Conditions

 

The consummation of the Transactions is conditioned upon the satisfaction or waiver by the applicable parties to the Business Combination Agreement of the conditions summarized below. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, the Transactions may not be consummated. There can be no assurance that the parties to the Business Combination Agreement would waive any such provisions therein.

 

Conditions to the Obligations of Each Party

 

The obligations of each party to consummate the Transactions are subject to the satisfaction or written waiver (where permissible) by FREYR, Alussa and Purchaser Representative of the following conditions as of the First Closing Date:

 

● the relevant shareholder approval matters shall have been approved by the requisite vote of Alussa’s shareholders entitled to vote thereon;

 

● the relevant shareholder approval matters shall have been approved by the requisite vote of FREYR’s shareholders entitled to vote thereon;

 

● no governmental authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or order that is then in effect and which has the effect of making the transactions or agreements contemplated by the Business Combination Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by the Business Combination Agreement;

 

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● there shall not be any pending action brought by a governmental authority seeking to enjoin the consummation of the Transactions;

 

● upon the First Closing, after giving effect to the Redemption, Alussa shall have net tangible assets of at least $5,000,001;

 

● the members of the Post-Closing Pubco Board shall have been elected or appointed to take effect as of the Second Closing consistent with the requirements stipulated under the Business Combination Agreement;

 

● the Registration Statement shall have been declared effective by the SEC and shall remain effective as of the First Closing;

 

● the Pubco Ordinary Shares and Pubco Public Warrants shall be approved for listing on the NYSE, subject only to notice of issuance;

 

● the Norway Demerger shall have been effected in accordance with the Norway Demerger Plan; and

 

● the issuance of Pubco securities to the holders of FREYR securities shall be either exempt from registration, or registered in compliance with applicable securities laws of any state of the United States or the securities laws of any governmental authority.

 

Conditions to the Obligations of FREYR and the Major Shareholders

 

The obligations of FREYR and the Major Shareholders to consummate the Transactions are subject to the satisfaction or written waiver (where permissible) by FREYR and Pubco of the following conditions as of the First Closing Date:

 

● all of the representations and warranties of Alussa and Pubco set forth in the Business Combination Agreement and in any certificate delivered by or on behalf of Alussa, Pubco and the Merger Subs pursuant thereto shall be true and correct in all material respects on and as of the date of the Business Combination Agreement and on and as of the First Closing Date as if made on the First Closing Date, except for (i) those that address matters only as of a particular date (which shall have been true and correct in all material respects as of such particular date) and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality), individually or in the aggregate, would not have a material adverse effect on Purchaser, Pubco or the Merger Subs;

 

● Alussa, Pubco and the Merger Subs shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the First Closing Date;

 

● as of the First Closing Date, after giving effect to the completion of the Redemption, commitments in respect of the PIPE Investment and the Funding Commitment Letter, but without giving effect to Alussa’s transaction expenses and the repayment of certain deferred liabilities of Alussa assuming that (A) all funds are drawn under the Funding Commitment Letter, (B) the funds drawn under the Funding Commitment letter are held by Alussa and (C) none of the funds drawn under the Funding Commitment Letter have been used as of the First Closing, Alussa and Pubco shall collectively have at least $400 million in the aggregate in cash and cash equivalents, including funds in the Trust Account and any proceeds from any of the Commitment Agreements, the Funding Commitment Letter or other PIPE Investment (including any funds in respect of the PIPE Investment which are deposited into an escrow account on or prior to First Closing which are to be released to Pubco on the Second Closing in accordance with the applicable Commitment Agreement);

 

● the execution and delivery of certain closing deliverables, including (i) officers’ certificates and (ii) copies of (a) the executed Registration Rights Agreement (signed by the Purchaser Representative); (y) the executed Escrow Agreement (signed by the Purchaser Representative); and (z) the amended and restated articles of association of Pubco (the “First Amended Pubco Articles”); and

 

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● Alussa shall have made appropriate arrangements to have the funds in the Trust Account paid in accordance with the terms of the Business Combination Agreement.

 

Conditions to the Obligations of Alussa

 

The obligations of Alussa to consummate the Transactions are subject to the satisfaction or written waiver (where permissible) by Alussa and Purchaser Representative of the following conditions as of the First Closing:

 

● all of the representations and warranties of FREYR and the Major Shareholders set forth in the Business Combination Agreement and in any certificate delivered by or on behalf of FREYR and the Major Shareholders pursuant thereto shall be true and correct in all material respects on and as of the date of the Business Combination Agreement and on and as of the First Closing Date as if made on the First Closing Date, except for (i) those that address matters only as of a particular date (which shall have been true and correct in all material respects as of such particular date) and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality), individually or in the aggregate, would not have a Material Adverse Effect on FREYR (provided that such limitation shall not apply with respect to representations and warranties provided by FREYR regarding its capitalization and subsidiaries);

 

● FREYR and the Major Shareholders shall have performed in all material respects all of its obligations and complied in all material respects with all of its agreements and covenants under the Business Combination Agreement to be performed or complied with by it on or prior to the First Closing Date;

 

● since the date of the Business Combination Agreement, no Material Adverse Effect shall have occurred with respect to FREYR and its subsidiaries, taken as a whole, and be continuing; and

 

● the delivery or receipt of certain closing deliverables to Alussa (including (i) an officer’s certificate from FREYR, (ii) a certificate from the Shareholder Representative, and (iii) copies of (A) the executed Registration Rights Agreement; (B) the executed Escrow Agreement; (C) the conversion of certain convertible loans of FREYR into shares; and (D) at or prior to the First Closing, the termination of the shareholders’ agreement between certain Major Shareholders and the Company).

 

Termination; Effectiveness

 

The Business Combination Agreement may be terminated and the transactions contemplated therein may be abandoned at any time prior to the First Closing:

 

● by mutual written consent of Alussa and FREYR;

 

● by written notice by Alussa or FREYR if the First Closing shall not have occurred by July 31, 2021 (the “Outside Date”); provided, however, that such right to terminate is not available to a party if the breach or violation of such party or its affiliates of any representation, warranty, covenant or obligation under the Business Combination Agreement was the primary cause of the failure of the First Closing to occur on or before the Outside Date;

 

● by written notice by Alussa or FREYR if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement, and such order or other action has become final and non-appealable; provided, however, that such right to terminate is not available to a party if the breach or violation of such party or its affiliates to comply with any provision of the Business Combination Agreement has been the primary cause of such action by such governmental authority;

 

● by written notice by FREYR to Alussa, if (i) there has been a breach by Alussa, Pubco or the Merger Subs of any of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of Alussa, Pubco or the Merger Subs shall have become untrue or inaccurate, in any case, which would result in a failure of certain Closing conditions to be satisfied (treating the First Closing Date for such purposes as the date of the Business Combination Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to Alussa by FREYR or (B) the Outside Date; provided, that FREYR shall not have the right to terminate the Business Combination Agreement if at such time FREYR or the Major Shareholders is in material uncured breach of the Business Combination Agreement;

 

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● by written notice by FREYR to Alussa, if (i) there has been a breach by FREYR or the Major Shareholders of any of their respective representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of such parties shall have become untrue or inaccurate, in any case, which would result in a failure of certain Closing conditions to be satisfied (treating the First Closing Date for such purposes as the date of the Business Combination Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) twenty (20) days after written notice of such breach or inaccuracy is provided to FREYR by Alussa or (B) the Outside Date; provided, that Alussa shall not have the right to terminate the Business Combination Agreement if at such time Alussa, Pubco or any of the Merger Subs is in material uncured breach of the Business Combination Agreement;

 

● by written notice by either FREYR or Alussa if the special meeting of Alussa shareholders is held and has concluded, Alussa shareholders have duly voted, and the Required Purchaser Shareholder Approval was not obtained;

 

● by written notice by Alussa to FREYR if the special meeting of FREYR is held, has concluded, FREYR Shareholders have duly voted, and the Required Company Shareholder Approval was not obtained;

 

● by FREYR if Alussa makes any Purchaser Change of Recommendation (as defined in the Business Combination Agreement); provided that with respect to any particular Purchaser Change of Recommendation, the right to terminate under this provision shall expire on the 10th day following the occurrence of such Purchaser Change of Recommendation; or

 

● by Alussa if FREYR makes any Company Change of Recommendation (as defined in the Business Combination Agreement); provided that with respect to any particular Company Change of Recommendation, the right to terminate under this provision shall expire on the 10th day following the occurrence of such Company Change of Recommendation.

 

In the event of the termination of the Business Combination Agreement, the Business Combination Agreement will become void and have no effect, without any liability on the part of any party thereto or its respective representative, as the case may be, for any willful breach of the Business Combination Agreement occurring prior to such termination, other than with respect to certain exceptions contemplated by the Business Combination Agreement that will survive any termination of the Business Combination Agreement.

 

Fees and Expenses

 

All Expenses incurred in connection with the Business Combination Agreement and the transactions contemplated therein shall be paid by the party incurring such expenses. As used in the Business Combination Agreement, “Expenses” shall mean all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a party thereto or any of its affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of the Business Combination Agreement or any Ancillary Agreement related hereto and all other matters related to the consummation of the Business Combination Agreement. With respect to Alussa, Expenses shall include any and all deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO upon consummation of a business combination and any ordinary course administrative costs and expenses and Expenses incurred in connection with the consummation of the Transactions incurred by Alussa, including any PIPE Investment.

 

Ancillary Agreements

 

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement (the “Ancillary Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Ancillary Agreements, copies of each of which are attached hereto as exhibits. Shareholders and other interested parties are urged to read such Ancillary Agreements in their entirety.

 

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Lock-Up Agreements

 

As of the date of the Business Combination Agreement, certain FREYR shareholders, Pubco and Purchaser Representative entered into Lock-Up Agreements. Pursuant to the Lock-Up Agreement, effective as of the Second Closing Date, and subject to certain limited exceptions, the applicable FREYR shareholders and the Sponsor agree not to transfer any Pubco Ordinary Shares (including Pubco Ordinary Shares issued or issuable upon the exercise of FREYR options exchanged into options of Pubco), during the period commencing from the Second Closing and ending on the earlier of (a) one (1) year after the Second Closing Date, (b) 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 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 form of Lock-Up Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Lock-Up Agreement.

 

Registration Rights Agreement

 

Prior to the First Closing Date, Pubco, FREYR, the Major Shareholders and the Purchaser Representative will use their commercially reasonable efforts to enter into the Registration Rights Agreement in the agreed form, pursuant to which Pubco will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain Pubco Ordinary Shares and other equity securities of Pubco that are held by the parties thereto from time to time. Under the terms of the Registration Rights Agreement, the Purchaser Representative and the Major Shareholders, can demand that Pubco register their registrable securities under certain circumstances and will also have piggyback registration rights for these securities in connection with certain registrations of securities that Pubco undertakes. Following the consummation of the Business Combination, Pubco intends to file and maintain an effective registration statement under the Securities Act covering such securities. A form of the Registration Rights Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Registration Rights Agreement.

 

Purchaser Shareholder Irrevocable Undertakings

 

In connection with the execution of the Business Combination Agreement, Alussa has entered into irrevocable undertakings with FREYR and certain Alussa shareholders holding at least 25% of the Purchaser ordinary shares as of the date of the Business Combination Agreement (the “Purchaser Shareholder Irrevocable Undertakings”), pursuant to which those Alussa shareholders committed to, among other things, vote in favor of the Purchaser Shareholder Approval Matters at any meeting of Alussa shareholders and take other actions in furtherance of the Purchaser Shareholder Approval Matters until the earlier of (i) the Cayman Effective Time and (ii) the termination of the Business Combination Agreement. A form of the Purchaser Shareholder Irrevocable Undertakings is filed as Exhibit 10.3 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Purchaser Shareholder Irrevocable Undertakings.

 

FREYR Shareholder Irrevocable Undertakings

 

In connection with the execution of the Business Combination Agreement, certain FREYR shareholders holding at least 55.76% of FREYR ordinary shares as of the date of the Business Combination Agreement have entered into irrevocable undertakings with FREYR and Alussa on January 29, 2021, pursuant to which such shareholders committed to, among other things, vote in favor of the Company Shareholder Approval Matters and take other actions in furtherance of the Purchaser Shareholder Approval Matters until the earlier at any meeting or written resolutions of the shareholders held prior to or on the earlier of (i) the Second Closing and (ii) the termination of the Business Combination Agreement. A form of the FREYR Shareholder Irrevocable Undertakings is filed as Exhibit 10.4 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the FREYR Shareholder Irrevocable Undertakings.

 

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Preferred Share Acquisition Agreement

 

Simultaneously with the execution of the Business Combination Agreement, Encompass Capital Master Fund LP, BEMAP Master Fund LP Ltd. and Encompass Capital E L Master Fund L.P. (the “Company Preferred Share Transferors”) have entered into the preferred share acquisition agreement (the “Company Preferred Share Acquisition Agreement”) with Pubco, pursuant to which the Company Preferred Share Transferors have agreed to transfer, and Pubco has agreed to acquire for shares of Pubco, all of the Company Preferred Shares at the Second Closing. A form of the Company Preferred Share Acquisition Agreement is filed as Exhibit 10.5 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Company Preferred Share Acquisition Agreement.

 

Subscription Agreements

 

In connection with the execution of the Business Combination Agreement, Alussa entered into subscription agreements (each, a “Subscription Agreement”) with Pubco and various investors, pursuant to which such investors will collectively have committed to purchase 60,000,000 Pubco Ordinary Shares at the Second Closing for a purchase price of $10 per share, representing aggregate gross proceeds of $600 million. The obligation of the parties to consummate the purchase and sale of the shares covered by the Subscription Agreements is conditioned upon (i) there not being in force any injunction or order enjoining or prohibiting the issuance and sale of the shares covered by the Subscription Agreements and (ii) all conditions precedent to the consummation of the Transactions set forth in the Business Combination Agreement having been satisfied or waived (other than those conditions which, by their nature, are to be satisfied at the applicable Closing Date under the Business Combination Agreement).

 

The Subscription Agreements provide that, solely with respect to subscriptions by third-party investors, Pubco is required to file with the SEC, within 30 days after the consummation of the transactions contemplated by the Business Combination Agreement, a shelf registration statement covering the resale of the Pubco Ordinary Shares to be issued to any such third-party investor and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) the 90th day following the filing date thereof if the SEC notifies Pubco that it will “review” such registration statement and (ii) the 10th business day after the date Pubco is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be “reviewed” or will not be subject to further review.

 

A form of the Subscription Agreement is filed as Exhibit 10.6 to this Current Report on Form 8-K, and the foregoing description thereof is qualified in its entirety by reference to the full text of the Subscription Agreement

 

Item 3.02. Unregistered Sales of Equity Securities

 

The disclosure set forth above under the heading “Subscription Agreements” in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02. The Pubco Ordinary Shares to be issued in connection with the Subscription Agreements and Pubco securities to be issued to the holders of FREYR securities are not to be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation S and/or Regulation D promulgated thereunder.

 

Item 7.01 Regulation FD Disclosure.

 

On January 29, 2021, Alussa and FREYR issued a joint press release announcing the execution of the Business Combination Agreement described in Item 1.01 above. The press release is attached hereto as Exhibit 99.1.

 

Attached as Exhibit 99.2 is the investor presentation that will be used by Alussa, Pubco and FREYR with respect to the transactions contemplated by the Business Combination Agreement.

 

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The foregoing items are being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

 

On January 29, 2021, Alussa and FREYR held an investor conference call regarding the proposed Business Combination. A copy of the prepared remarks for the call is attached hereto as Exhibit 99.3

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

  Description
99.1   Press Release, dated January 29, 2021
     
99.2   Investor Presentation, dated January 2021
     
99.3   Script of Prepare Remarks for Investor Call, dated January 29, 2021

 

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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.

 

  ALUSSA ENERGY ACQUISITION CORP.
     
  By: /s/ Daniel Barcelo
    Name: Daniel Barcelo
    Title: Chief Executive Officer and President
     
Dated: January 29, 2021    

 

 

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Exhibit 99.1

 

 

Joint Press Release

 

FREYR, a Developer of Clean, Next-Generation Battery Cells, to List on NYSE Through a Business Combination with Alussa Energy Acquisition Corp.

 

● FREYR has entered into a definitive business combination agreement with Alussa Energy Acquisition Corp. (NYSE: ALUS); upon closing, the combined company will be renamed “FREYR Battery” and be listed on the New York Stock Exchange under the new ticker symbol “FREY”

 

● FREYR’s mission is to accelerate the decarbonization of transportation and energy systems by delivering the world’s cleanest and most cost-effective batteries

 

● FREYR is expected to receive approximately $850 million in equity proceeds as a part of the business combination, enabling the company to accelerate the development of up to 43 GWh of clean battery cell manufacturing capacity in Norway by 2025

 

● Transaction includes a $600 million fully committed Private Investment in Public Equity (“PIPE”) anchored by strategic and institutional investors, including Koch Strategic Platforms, Glencore, Fidelity Management & Research Company LLC, Franklin Templeton, Sylebra Capital and Van Eck Associates Corporation

 

● 100% of FREYR’s existing shares will roll over into in the combined company

 

● Pro forma equity value of the combined company would be approximately $1.4 billion

 

NEW YORK, NY and OSLO, Norway, January 29, 2021 -- FREYR AS, (the “Company” or “FREYR”), a Norway-based developer of clean, next-generation battery cell production capacity, today announced that it will become a publicly listed company through a business combination with Alussa Energy Acquisition Corp. (“Alussa Energy”) (NYSE: ALUS), a Cayman Islands exempted, publicly listed special purpose acquisition company (“SPAC”). The transaction represents a pro forma equity value of $1.4 billion for the combined company upon closing which will be named “FREYR Battery” (“Pubco”). Pubco’s common stock is expected to start trading on the New York Stock Exchange under the ticker symbol FREY upon closing, expected in the second quarter of 2021.

 

FREYR is targeting development of up to 43 GWh of battery cell production capacity in Norway by 2025 to position the Company as one of Europe’s largest battery cell suppliers. FREYR expects to deliver safer, higher energy density and lower cost clean battery cells made with renewable energy from an ethically and sustainably sourced supply chain. The Company’s ambition is to become the battery cell producer with the lowest lifecycle carbon footprint in the world. FREYR plans to utilize Norway’s inherent advantages, including access to renewable energy, some of Europe’s lowest electricity prices and shorter delivery distances to main markets in Europe and the US as compared to competitors in Asia.

 

The Company is partnering strategically on next-generation semi-solid battery cell technology that is expected to materially reduce manufacturing costs and provide a highly competitive market position for FREYR. The Company’s solutions will address the rapidly growing global markets for electric vehicles, energy storage, and marine applications, representing an estimated addressable market of about 5,000 GWh per year by 2030.

 

 

 

 

 

Daniel Barcelo, Chief Executive Officer and Founder of Alussa Energy, commented, “We are excited and privileged to partner with FREYR, as this transaction represents a compelling investment opportunity to address the rapidly growing market for electrification of global transportation and energy systems. Furthermore, Norway with its entrepreneurial cities like Mo i Rana provide a great foundation for FREYR’s Gigafactories. We evaluated over 75 investment opportunities across the global energy and energy transition sectors since our IPO in late 2019, and FREYR clearly stood out as a frontline player in adopting leading-edge battery technology to address a significant and growing market with a unique commitment to full-cycle sustainability. We have full confidence that FREYR’s experienced execution team, combined with the capital resources from this transaction, including strategic investors Koch Strategic Platforms and Glencore, makes the Company well-positioned to play a transformational role in decarbonizing global energy and transportation markets.”

 

Tom Jensen, Chief Executive Officer of FREYR, said, “We believe the combination of foundational capital from committed investors with commercially available, advanced battery solutions is the fastest way to accelerate the energy transition. FREYR is dedicated to delivering one of the most sustainable and cost-effective clean battery cells based on 100% renewable energy and ethically sourced raw materials. We are truly excited to share our ambition with Alussa Energy and some of the leading international investors as we embark on our plan for the production of one of the most environmentally friendly battery cells in the world. We believe our partnership-based business model positions FREYR to accelerate long-term value creation by targeting sustainable, superior returns to our shareholders and stakeholders.”

 

Torstein Dale Sjøtveit, Founder and Executive Chairman of FREYR, continued, “FREYR has attracted a diversified and experienced team, partners and initial customers in a short period of time. The capital raise and NYSE listing add further momentum to our progress and positions us as a catalyst for European battery cell production and the Nordic battery ecosystem. We see this transaction as a strong confirmation of FREYR’s growth potential enabled by cutting-edge technology and access to clean renewable energy. Moving ahead, FREYR will focus on executing our project plans, attracting more talent, cultivating partnerships and providing our customers with sustainable and cost-effective clean battery cells.”

 

Todd Kantor, Portfolio Manager of Encompass Capital Advisors LLC, a Member of Alussa Energy’s Sponsor, added, “As a hedge fund primarily focused on investing across the energy eco-chain, we view FREYR as one of the most exciting investment opportunities in the energy transition movement, particularly given the Company’s potential to deliver innovative electrification solutions through a sustainable and clean platform.”

 

Transaction Overview

 

The business combination values the combined company at an implied $1.4 billion pro forma equity value. The transaction will provide an estimated $850 million of net proceeds to the Company, assuming no redemptions by Alussa Energy shareholders, including a $600 million fully committed PIPE at $10.00 per share of the Company anchored by strategic and institutional investors, including Koch Strategic Platforms, Glencore, Fidelity Management & Research Company LLC, Franklin Templeton, Sylebra Capital and Van Eck Associates Corporation. 100% of FREYR’s existing shares will roll over into the combined company.

 

The transaction implies an equity value of FREYR of approximately $410 million. Current FREYR shareholders (fully diluted) are expected to own approximately 30% of the combined company after transaction close, representing an exchange ratio of approximately 0.179031 of shares of the combined company for each share of FREYR based on the currently available information and assuming a $600 million PIPE.

 

The boards of directors of both Alussa Energy and FREYR have approved the proposed business combination, which is expected to be completed in the second quarter of 2021, subject to, among other things, the approval by Alussa Energy’s and FREYR’s shareholders and satisfaction or waiver of other customary conditions set forth in the definitive documentation.

 

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Additional information about the proposed transactions contemplated by the business combination agreement (the “Transaction”), including a copy of the business combination agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Alussa Energy with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.

 

Advisors

 

Credit Suisse Securities (USA) LLC acted as the equity capital markets advisor to Alussa Energy. Credit Suisse Securities (USA) LLC, BTIG, LLC and BTIG Norway AS acted as the financial advisors to Alussa Energy. Skadden Arps, Slate, Meagher & Flom LLP served as M&A legal counsel to Alussa Energy, Ellenoff Grossman & Schole LLP served as securities counsel to Alussa Energy, Wiersholm AS served as Norwegian counsel to Alussa Energy, and Appleby (Cayman) Ltd served as Cayman Islands legal counsel to Alussa Energy. Rystad Energy and Sustainable Governance Partners acted as business and environmental, social and governance advisors, respectively, to Alussa Energy. Kite Hill PR LLC acted as the public relations advisor to Alussa Energy.

 

Wilson Sonsini Goodrich & Rosati P.C. served as U.S. legal counsel to FREYR, and Advokatfirmaet BAHR AS, served as Norwegian legal counsel to FREYR. Crux Advisers AS acted as investor relations and communications adviser to FREYR.

 

Credit Suisse Securities (USA) LLC, BTIG, LLC and Pareto Securities AS served as placement agents for the PIPE financing. Davis Polk & Wardwell LLP served as legal counsel to the placement agents.

 

Investor Webcast / Conference Call Information

 

FREYR and Alussa Energy will host a joint investor conference call to discuss the proposed business combination today, Friday, January 29, 2021 at 8:00 EST/14:00 CET.

 

To follow the conference call via webcast, please use this link:

https://streams.eventcdn.net/freyer/investor-conference-call/

 

To listen to the prepared remarks via telephone, please dial
US: +1-833-350-1443
NO: +47 23 96 63 25
Conference ID: 4357642

 

About FREYR A/S

 

FREYR plans to develop up to 43 GWh of battery cell production capacity by 2025 to position the company as one of Europe’s largest battery cell suppliers. The facilities will be located in the Mo i Rana industrial complex in Northern Norway, leveraging Norway’s highly skilled workforce and abundant, low-cost renewable energy sources from hydro and wind in a crisp, clear and energized environment. FREYR will supply safe, high energy density and cost competitive clean battery cells to the rapidly growing global markets for electric vehicles, energy storage, and marine applications. FREYR is committed to supporting cluster-based R&D initiatives and the development of an international ecosystem of scientific, commercial, and financial stakeholders to support the expansion of the battery value chain in our region. For more information, please visit www.freyrbattery.com.

 

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About Alussa Energy Acquisition Corp.

 

Alussa Energy is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While Alussa Energy may pursue an acquisition opportunity in any industry or sector, Alussa Energy intends to focus on businesses across the entire global energy supply chain. For more information, please visit www.alussaenergy.com.

 

Forward-Looking Statements

 

This press release contains, and certain oral statements made by representatives of Alussa Energy and FREYR and their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Alussa Energy’s, Pubco’s and FREYR’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Alussa Energy’s, Pubco’s and FREYR’s expectations with respect to future performance of the combined company, anticipated financial impacts of the Transaction, the anticipated addressable market for the combined company, the satisfaction of the closing conditions to the Transaction, the exchange ratio (which is subject to certain inputs that may change prior to completion of the Transaction) and the timing of the completion of the Transaction. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the control of Alussa Energy, Pubco or FREYR and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the inability to consummate the Transaction, including due to failure to obtain approval of the shareholders of Alussa Energy or other conditions to the Closing in the Business Combination Agreement; (3) the failure of investors in the PIPE to fund their commitments upon the Closing; (4) delays in obtaining or the inability to obtain any necessary regulatory approvals required to complete the Transaction; (5) the inability to obtain the listing of Pubco’s ordinary shares on the New York Stock Exchange following the Transaction; (6) the risk that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the Transaction; (7) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth economically and hire and retain key employees; (8) costs related to the Transaction; (9) changes in applicable laws or regulations; (10) the effect of the COVID-19 pandemic on Alussa Energy, Pubco and FREYR and their ability to consummate the Transaction; (11) the possibility that Alussa Energy, Pubco or FREYR may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties to be identified in the registration/proxy statement (when available) relating to the Transaction, including those under “Risk Factors” therein, and in other filings with the SEC made by Alussa Energy, Pubco and FREYR. Alussa Energy, Pubco and FREYR caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Alussa Energy, Pubco or FREYR undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law.

 

No Offer or Solicitation

 

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the Transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

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No Assurances

 

There can be no assurance that the Transaction will be completed, nor can there be any assurance, if the Transaction is completed, that the potential benefits of combining the companies will be realized.

 

Information Sources; No Representations

 

This press release has been prepared for use by Alussa Energy, Pubco and FREYR in connection with the Transaction. The information herein does not purport to be all-inclusive. The information herein is derived from various internal and external sources, with all information relating to the business, past performance, results of operations and financial condition of Alussa Energy was derived entirely from Alussa Energy and all information relating to the business, past performance, results of operations and financial condition of FREYR and Pubco was derived entirely from FREYR. No representation is made as to the reasonableness of the assumptions made with respect to the information herein, or to the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance.

 

No representations or warranties, express or implied, are given in respect of this press release. To the fullest extent permitted by law in no circumstances will Alussa Energy, Pubco or FREYR, or any of their respective subsidiaries, affiliates, shareholders, representatives, partners, directors, officers, employees, advisors or agents, be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this press release, its contents (including without limitation any projections or models), any omissions, reliance on information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith, which information relating in any way to the operations of FREYR or Pubco has been derived, directly or indirectly, exclusively from FREYR and has not been independently verified by Alussa Energy. Neither the independent auditors of Alussa Energy nor the independent auditors of FREYR or Pubco audited, reviewed, compiled or performed any procedures with respect to any projections or models for the purpose of their inclusion in this press release and, accordingly, neither of them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of this press release.

 

Important Information about the Transaction and Where to Find It

 

In connection with the Transaction, Alussa Energy and Pubco will file relevant materials with the SEC, including a Form S-4 registration statement to be filed by Pubco (the “S-4”), which will include a prospectus with respect to Pubco’s securities to be issued in connection with the proposed business combination and a proxy statement (the “Proxy Statement”) with respect to Alussa Energy’s shareholder meeting at which Alussa Energy’s shareholders will be asked to vote on the proposed Business Combination and related matters. ALUSSA ENERGY SHAREHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE S-4 AND THE AMENDMENTS THERETO AND OTHER INFORMATION FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION, AS THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT ALUSSA ENERGY, PUBCO, FREYR AND THE TRANSACTION. When available, the Proxy Statement contained in the S-4 and other relevant materials for the Transaction will be mailed to shareholders of Alussa Energy as of a record date to be established for voting on the proposed business combination and related matters. The preliminary S-4 and Proxy Statement, the final S-4 and definitive Proxy Statement and other relevant materials in connection with the Transaction (when they become available), and any other documents filed by Alussa Energy with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to Alussa Energy Acquisition Corp. at c/o PO Box 500, 71 Fort Street, Grand Cayman KY1-1106, Cayman Islands.

 

5

 

 

 

Participants in Solicitation

 

Alussa Energy, Pubco and FREYR and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of Alussa Energy ordinary shares in respect of the proposed business combination. Alussa Energy shareholders and other interested persons may obtain more detailed information regarding the names and interests in the Transaction of Alussa Energy’s directors and officers in Alussa Energy’s and Pubco’s filings with the SEC, including when filed, the S-4 and the Proxy Statement. These documents can be obtained free of charge from the sources indicated above.

 

For investor inquiries, please contact:

 

For FREYR:

Steffen Føried

Chief Financial Officer

(+47) 975 57 406

steffen.foreid@freyrbattery.com

 

For Alussa Energy:

Chi Chow
Investor Relations

cchow@alussaenergy.com

Tel: 929-303-6514

 

For media inquiries, please contact:

 

For Alussa Energy:

Emma Wolfe
alussa@kitehillpr.com

 

 

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Exhibit 99.2

 

January 2021 Clean Battery Solutions for a Better Planet

 

 

Legal Disclaimer 2 This presentation has been prepared for use by Alussa Energy Acquisition Corp. (“Alussa”) and FREYR AS (“FREYR”) in connection with their proposed business combination. This presentation is for information purposes only and is being provided to you solely in your capacity as a potential investor in considering an investment in Alussa and may not be reproduced or redistributed, in whole or in part, without the prior written consent of Alussa and FREYR. Neither Alussa nor FREYR makes any representation or warranty as to the accuracy or completeness of the information contained in this presentation. This presentation is not intended to be all - inclusive or to contain all the information that a person may desire in considering an investment in Alussa and is not intended to form the basis of any investment decision in Alussa. You should consult your own legal, regulatory, tax, business, financial and accounting advisors to the extent you deem necessary, and must make your own investment decision and perform your own independent investigation and analysis of an investment in Alussa and the transactions contemplated in this presentation. This presentation shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The information contained in this presentation is only addressed to and directed at persons in member states of the European Economic Area and the United Kingdom (each a “Relevant State”) who are “qualified investors” within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (“Qualified Investors”). In addition, in the United Kingdom, the presentation is being distributed only to, and is directed only at, Qualified Investors who are persons (i) having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) (ii) falling within Article 49(2)(a) to (d) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). The information must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any Relevant State, by persons who are not Qualified Investors. Any investment or investment activity to which the information relates is available only to or will be engaged in only with, (i) Relevant Persons in the United Kingdom, and (ii) Qualified Investors in any Relevant State. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE OR TERRITORIAL SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. Industry and Market Data . The data contained herein is derived from various internal and external sources. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein. Any data on past performance or modeling contained herein is not an indication as to future performance. Alussa and FREYR assume no obligation to update the information in this presentation. Further, these financials were prepared by FREYR in accordance with private Company AICPA standards. FREYR is currently in the process of uplifting its financials to comply with public company and SEC requirements. Use of Projections . The financial projections, estimates and targets in this presentation are forward - looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Alussa’s and FREYR’s control. While all financial projections, estimates and targets are necessarily speculative, Alussa and FREYR believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. The assumptions and estimates underlying the projected, expected or target results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial projections, estimates and targets. The inclusion of financial projections, estimates and targets in this presentation should not be regarded as an indication that Alussa and FREYR, or their representatives, considered or consider the financial projections, estimates and targets to be a reliable prediction of future events. Use of Non - GAAP Financial Measures . This presentation includes certain financial measures, including EBITDA and EBITDA Margin, and measures calculated based on these measures, that are not prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and that may be different from non - GAAP financial measures used by other companies. These non - GAAP measures, and other measures that are calculated using these non - GAAP measures, are an addition, and not a substitute for or superior to measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to operating income, net income or any other performance measures derived in accordance with GAAP. FREYR believes that these non - GAAP measures of financial results (including on a forward - looking basis) provide useful supplemental information to investors about FREYR. FREYR’s management uses forward looking non - GAAP measures to evaluate FREYR’s projected financial and operating performance. However, there are a number of limitations related to the use of these non - GAAP measures and their nearest GAAP equivalents. For example other companies may calculate non - GAAP measures differently, or may use other measures to calculate their financial performance, and therefore FREYR’s non - GAAP measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward - looking non - GAAP financial measures are provided, they are presented on a non - GAAP basis without reconciliations of such forward - looking non - GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Additional Information; Participants in the Solicitation . If the contemplated business combination is pursued, Alussa will be required to file a preliminary and definitive proxy statement, which may include a registration statement, and other relevant documents with the SEC. Stockholders and other interested persons are urged to read the proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important information about Alussa, FREYR and the contemplated business combination. Shareholders will be able to obtain a free copy of the proxy statement (when filed), as well as other filings containing information about Alussa, FREYR and the contemplated business combination, without charge, at the SEC’s website located at www.sec.gov. Alussa and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Alussa’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph. This Presentation does not contain all the information that should be considered in the contemplated business combination. It is not intended to form any basis of any investment decision or any decision in respect to the contemplated business combination. The definitive proxy statement will be mailed to shareholder as of a record date to be established for voting on the contemplated business combination when it becomes available. Forward Looking Statements . Certain statements in this presentation may constitute “forward - looking statements” within the meaning of the federal securities laws. Forward - looking statements include, but are not limited to, statements with respect to (i) FREYR’s Gigafactory development, including the expected cost, capacity and start date of such facilities, (ii) trends in the battery market, (iii) FREYR’s targeted customers and suppliers and the expected arrangement with them, (iv) FREYR’s projected operational performance, including relative to its competitors and (v) other statements regarding Alussa’s or FREYR’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward - looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “exp ect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking. Forward - looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of Alussa’s registration statement on Form S - 1, the proxy statement/prospectus on Form S - 4 relating to the business combination, which is expected to be filed by Alussa with the SEC and other documents filed by Alussa from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward - looking statements. Forward - looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward - looking statements, and Alussa and FREYR assume no obligation and do not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise. Neither Alussa nor FREYR gives any assurance that either Alussa or FREYR will achieve its expectations.

 

 

Transaction Overview O verview ▪ FREYR is a developer of clean, next - generation battery cells targeting ~43 GWh of capacity by 2025 ▪ Alussa Energy Acquisition Corp. is a Special Purpose Acquisition Company focused on global energy markets with $290 million in cash held in trust ▪ Alussa Energy and FREYR are combining with a goal to accelerate the development of FREYR’s clean, fully sustainable battery cell production in Norway ▪ FREYR will trade under the ticker symbol ‘FREY’ on the NYSE F REYR Team Proposed Transaction Summary C apital Structure ▪ Anticipated PIPE of $600 million ▪ Transaction proceeds are being retained to grow FREYR’s business ▪ 100% of FREYR’s existing shares will roll over into the combined company, comprising ~30% of the pro forma equity at closing 1) ▪ Pro forma for the transaction (assuming no redemptions): – FREYR will hold $849 million of cash to fund growth based on cash held in trust and PIPE proceeds – Equity capital for the execution of planned development of up to ~43 GWh of battery cell production capacity ▪ Potential OSEBX listing within 12 - 24 months Valuation ▪ Transaction implies a post - transaction enterprise value of $529 million and equity value of $1.4 billion – 0.8x 2025e EBITDA of $703 million ▪ Highly attractive entry valuation relative to battery peer group metrics 1) See Slide 34 for key assumptions and additional details Torstein Dale Sjøtveit Executive Chairman & Founder Alussa Energy Acquisition Corp. Alussa Energy views FREYR as a strong early - stage opportunity to invest in one of the world’s cleanest, most advanced battery cell producers Tom Einar Jensen Chief Executive Officer & Co - Founder Steffen Føreid Chief Financial Officer Peter Matrai Board Member & Co - Founder James Musselman, Chairman of the Board Daniel Barcelo, Chief Executive Officer & President Todd Kantor, Encompass Capital, A Member of our Sponsor 3

 

 

O ur Mission: Accelerating the decarbonization of all transportation and energy systems by delivering the world’s cleanest and most cost - effective batteries “As a society, we must substantially accelerate our efforts to reduce CO 2 emissions at scale over the next ten years. Electrification and batteries are instrumental parts of the solution, representing one of the most exciting and sustainable growth vectors in the market.” Torstein Dale Sjøtveit Executive Chairman & Founder 4

 

 

FREYR: A Low Carbon, Cost Advantaged Battery Supplier Shift to renewable power grids and electric vehicles driving demand for energy storage Shift to renewable power grids and electric vehicles driving demand for energy storage A highly attractive market entry opportunity… …captured by a well - positioned emerging player Positioned as an industry cost leader in 2025 Targeted partnerships provide flexible, technology - agnostic development Equity funded model for up to ~43 GWh of production capacity Aiming to be the lowest carbon battery cell producer in the world Highly attractive entry valuation relative to battery peer group metrics 25 – 30% expected long - term EBITDA margins 2 0 3 0 e ~ 5 , 3 0 0 GWh of D e m a n d GWh Supply Shortfall ~ 3 , 7 0 0 32 % Estimated 2020 – 2030 demand CAGR …utilizing Norway’s unique advantages… Cost advantage from among the lowest electricity prices in Europe Carbon advantage from renewable, sustainable input sources Logistics advantage from clean Nordic battery supply to European markets 5

 

 

Delivering clean, low - cost battery cells from an ethically and sustainably - sourced supply chain Cell production is the segment with the highest revenue share within the battery value chain Strategic partnering of next - generation semi - solid battery cell technology is expected to materially reduce costs Leveraging Norway’s skilled workforce and abundant, low - cost renewable energy sources to target net zero carbon Planning for ~43 GWh of capacity by 2025 to position as one of Europe’s largest cell suppliers, displacing dependency on Asian imports Projected 2025e Revenue and EBITDA of $2.9 billion and $703 million, respectively 1) FREYR at a Glance: Addressing the Life Cycle Carbon Footprint of Battery Cells $78 $62 Targeting Lower Battery Cell Costs 2) ($/kWh) 20% Lower ~ 80 ~ 1 5 Targeting Lower Carbon Footprint 2) (kg CO 2e /kWh) 81% Lower Global average Global average Source: Study commissioned from global management consultancy 6 1) See Slide 33 for key assumptions and additional details 2) Global average based on stated sources, FREYR data based on company projections

 

 

2022 Norway (NO4) G e r m a n y N e t he r l a n d s U K Norway’s Advantage: Among the Lowest Carbon Intensity & Electricity Prices in Europe Carbon Intensity of Electricity Produced Electricity Price Estimates, 2022 - 40 1) Source: electricityMap.org, Dec 2020 FREYR has signed a MoU for the delivery of electricity in Mo i Rana 3) 1) Source: The Norwegian Water Resources and Energy Directorate (NVE), Oct 2019 2) Point estimates for 2022 and 2040 for these countries. Estimates for 2025 and 2030 are interpolations between the prices of 2022 and 2040; Eastern Europe is an average of prices in Poland, Estonia, Latvia and Lithuania 3) MOU Based on spot price + margin for up to 200GWh. Source: Company data 2025 Sweden 2) France 2030 Finland 2) 2040 Eastern Europe 2) E U R / M W h 50 45 40 35 30 25 20 7

 

 

Our Targeted Value Chain Partners are Innovative, Global Leaders ▪ Global technology leader in renewable and fuel - efficient conventional energies ▪ MOU on offtake for marine and energy storage systems (ESS) applications ▪ Revolutionizing the lithium - ion cell manufacturing process and platform ▪ Strategic technology partner with FREYR for semi - solid technology Technology Supply Chain Product Offtake ▪ Leading Norway - based manufacturer of environmentally responsible metals and materials ▪ Active anode material supply targeting higher silicon content ▪ One of the world’s largest chemical producers in 2019 ▪ Active cathode material supply targeting higher voltage materials ▪ Major Japanese trading company & leader in domestic ESS ▪ MOU on offtake for domestic ESS for European & US markets ▪ Itochu is an investor in 24M Source: Company reports ▪ Leading integrated independent renewable power producer ▪ Pursuing combined solar and battery deployments globally ▪ MOU on offtake for high energy density, low cost ESS systems ▪ Leading global producer of sustainably - sourced battery raw materials ▪ Nickel, copper and cobalt with transparency and traceability based on blockchain technology ▪ A Leading Japanese trading company for non - ferrous metals ▪ Part of the broader Sumitomo group with broad activities in battery materials ▪ Leading international logistics company and one of the largest container shipping lines ▪ MOU to develop sustainable battery solutions for end - to - end logistics ▪ Supporting Maersk’s goal of decarbonizing its fleet 8

 

 

Investment Highlights 1 Clean and Low - Cost Battery Cells 2 High Growth Energy Storage and Electric Vehicle Markets 3 Innovative and Disruptive Semi - Solid Technology 4 Advantaged Margins from a Partnership - Based Business Model 5 Experienced Execution Team 9

 

 

Mo i Rana, Norway Clean and Low - Cost Battery Cells

 

 

FREYR Focuses on the Core of the Battery Value Chain 1) Percentage of total value added per value chain step, based on expected 2030 demand from transportation, energy storage and consumer electronics applications + battery pack prices 2 8 % 1 1 % 2 5 % 4 % Value add: 1) = 100% Cathode materials Anode materials Separator materials Electrolyte materials Battery cell Mining and Refining Active m a t e r i a l s Cell 32% Pack/ M o d u l e s R e c y c l i n g Initial Focus Partnership - based value chain integration strategy 11 Source: Study commissioned from global management consultancy

 

 

FREYR Advantage: Targeting 81% Lower CO 2 e Emissions ~ 8 0 1 FREYR ‘net zero’ cell production ( ~ 25 ) Active material production in Norway/Nordics 2) ( ~ 15 ) Building a Nordic ecosystem of additional supply 2) ( ~ 15 ) Packaging and recycling 2) ( ~ 10 ) = ~15 Global Battery Industry CO 2 e Baseline 1) : Emissions kg CO 2 /kWh 2 3 4 FREYR Target CO 2 e Emissions Level 3) : 1) Global battery industry average for 2020 2) Estimated medium - term benefits from localized Supply Chain 3) Company estimate 1 2 3 4 Global A ve r a g e F R E Y R Target 81% CO 2 e Reduction - 31% - 19% - 13% - 19% Targeted FREYR CO 2 e Footprint Reduction 12 1 9 % Source: Study commissioned from global management consultancy

 

 

Aiming to be the Lowest Carbon Battery Cell Producer in the World 0 2 0 1 0 3 0 90 0 80 0 70 0 40 0 60 0 4 0 1 , 0 0 0 10 0 50 0 0 6 0 8 0 30 0 7 0 5 0 20 0 1,100 1,200 Plant size, GWh Other Asia Other F R E Y R China North America Europe Life cycle emissions kg CO 2 e/kWh Source: Study commissioned from global management consultancy , Company estimate, press search ▪ FREYR expects to have the lowest emissions in the industry ▪ European & North American producers projected to lead on emissions globally ▪ Majority of production will remain located in Asia, primarily in China Projected Battery Cell Life Cycle Emissions 13

 

 

Emerging European Battery Supply Chain Facilitates Full - Cycle Sustainability Sources: Battery Norway, FRAME, Company data Development across all aspects of the emerging European battery supply chain, from raw materials to recycling Map of Energy Critical Elements: Cobalt, Lithium, Graphite Europe Preliminary Result, May 2019 Mo i Rana, Norway Project development Oslo, Norway Headquarters R aw - Material Providers ▪ Glencore ▪ Elkem ▪ MRC ▪ Tiotech ▪ Hydro ESS Providers S olar & Marine ▪ Siemens ▪ Corvus ▪ ZEM ▪ Kongsberg ▪ Scatec Solar R esearch Organizations ▪ NTNU ▪ SINTEF ▪ IFE ▪ UiO Supportive Norway Battery Ecosystem FREYR’s Aspirational Goal: Full - Cycle Sustainability Responsible sourcing of raw materials Improved labor conditions Low water stress & enhanced biodiversity Reduced toxic emissions & waste 14

 

 

FREYR Positioned as a Low - Cost Producer Projected 2025 Global Battery Cell Cost 1) FREYR vs Bottom 5 FREYR C h i n a USA Europe South Korea Japan Other Cell Cost $/kWh 1) Total cost including profit to ensure ROI for various battery cell manufacturing factories based on outside - in estimates 2) FREYR P&L result divided by capacity produced in 2025 for all materials except for cathode, based on data from 24M FREYR projected cost leadership in 2025 is intended to be achieved by: ▪ Utilizing state - of - the - art production technology to significantly simplify manufacturing process & reduce raw material costs ▪ Leveraging a deep partnership model to unlock value chain innovation & lower costs ▪ Catalyzing a Nordic ecosystem that leverages low - cost renewable energy Source: Study commissioned from global management consultancy 12 0 0 80 0 60 0 40 0 900 1,000 1,100 Plant Size, GWh 6 0 10 0 0 50 0 30 0 20 0 4 0 14 0 8 0 10 0 2 0 70 0 - 5 3 % 2 ) 15

 

 

High Growth Energy Storage and Electric Vehicle Markets Sortland, Norway

 

 

2 , 6 2 2 82 9 806 19 6 19 3 202 5 202 6 202 7 202 8 202 9 22 8 365 388 670 3,869 203 0 19 1 24 1 40 6 1 , 4 1 0 59 0 1 , 0 6 8 1 , 9 2 6 Other Commercial Vehicles Energy System Storage 1) Passenger Vehicles 21 4 Lower Cost Solutions Accelerate Battery Demand Across Markets Global Battery Demand Expected to Reach ~5,300 GWh by 2030 GWh installed/year 5 , 2 9 2 4,264 3,402 2018 2019 2020 2021 2022 2023 2024 Note: The indicated outlook should not be construed as estimates or guidance for future developments of the Company CAGR, 2020 - 30 Passenger Vehicles 3 7 % Energy System Storage 44% Commercial Vehicles 4 1 % Other 1 3 % Total 3 2 % 1) Includes an increased adoption of ESS systems with a lower cost offering similar to the Company 17 Source: Study commissioned from global management consultancy

 

 

1 , 0 0 0 2 , 0 0 0 3 , 0 0 0 4 , 0 0 0 5 , 0 0 0 6 , 0 0 0 2 0 2 6 202 8 2 0 3 0 China Supply North America Supply Europe Supply Asia ex. China Supply Global Battery Demand Significant Global Battery Supply Shortfall by 2030 ▪ ~5,300 GWh projected global demand in 2030 ▪ ~1,600 GWh announced production capacity by 2030 based upon announced battery production projects ▪ Equivalent shortfall in 2030: 115 Gigafactories (@ 32 GWh per facility) ▪ Excluding China, the world is expected to be short of battery cell production capacity by 2023/2024 GWh installed/year Global Battery Supply/Demand Outlook, 2010 - 30 Source: Rystad Energy, Study commissioned from global management consultancy All Gigafactory solutions needed to meet expected surge in global demand 203 0 e Potential ~3,700 GWh supply shortfall = 115 Required Gigafactories 0 2010 2012 2014 2016 2018 2020 2022 2024 Note: The indicated outlook should not be construed as estimates or guidance for future developments of the Company 18

 

 

~3,870 ~590 ~ 3,090 ~ 2,060 FREYR Target Total Addressable Market: 97% of Global Battery Market by 2030 ~690 S e g m en t s Initial Targeted Strategic Partnerships 1) 2) 1 ) Other Mobility Energy Storage System (ESS) Electric Vehicles T otal ~5,150 GWh xx % Addressable Share of Total Segment Market (2020 / 2025 / 2030), FREYR’s Addressable Market (high - level assessment) FREYR Total Addressable Market GWh installed / year 1) Including assumption for an accelerated lead - acid to Li - ion migration 2020 - 30 and increased adoption of ESS system with a lower cost offering similar to FREYR 2) FREYR technology roadmap begins addressing parts of EV segment from 2023, fully addressable by 2030 % of End Market T otal 727 GWh 1) 2) Total 46 GWh 2 0 2 0 20 2 5 2 0 3 0 2 0 3 0 EU/USA China and ROW Other Mobility Energy Storage System Electric Vehicles ~ 33 % / 100%/ 100% 100%/ 100%/ 100% ~ 10 % / ~ 50 % / 100% Source: Study commissioned from global management consultancy Targeting OEM Partners 19

 

 

Innovative and Disruptive Semi - Solid Technology Norsk Teknisk Museum, Oslo, Norway

 

 

FREYR’s Technology Leadership ▪ ▪ Co - Founder Peter Matrai: accomplished executive in executing disruptive, IP - centric technology strategies ▪ Over 20 years experience in technology commercialization & operations ▪ Developed, implemented and successfully executed technology licensing strategies and business models ▪ Extensive experience in sustainability ventures Butamax and BP Biofuels North America CTO Ryuta Kawaguchi: extensive battery technology expertise ▪ Over 25 years direct battery and fuel cell engineering experience ▪ Responsible at Nissan for battery technology development for the LEAF and other EV models ▪ Solution Owner at Dyson EV Battery ▪ ▪ In depth technology selection process ▪ Started selection process in June 2019 ▪ Engaged with over 20 companies in Europe, China, Korea, Japan and the US ▪ 24M Technologies selected for strategic licensing partnership Focus on 24M Technologies licensing partnership ▪ 24M is revolutionizing the lithium - ion cell manufacturing process and platform 1) ▪ Advantages include production readiness, technology flexibility, large cell forms and ease of recycling 1) Ryuta Kawaguchi Chief Technology Officer 21 Highly accomplished and experienced FREYR technical team in battery technology, production and applications Peter Matrai Board Member & Co - Founder 1) Source: 24M Technologies

 

 

24M Technologies: Disruptive, Innovative Design and Process Technology 24M Technology Advantages 1. Revolutionizing the lithium - ion cell manufacturing process and platform, allowing cell production for different battery applications within one facility 2. Semi - solid technology that provides a simpler, more reliable and safer manufacturing process that accelerates production while lowering costs of existing and next - generation cell technology 3. Chemistry - agnostic platform that supports current and next - generation cell technologies, such as Silicone Electrode, Dual Electrolyte System and Pre - Lithiation implementation ▪ MIT spin - off founded in 2010 by Yet - Ming Chiang – MIT Professor, Materials Science – Pioneer in new material development 1) – Founded A123 Systems & American Superconductor ▪ Developed new cell architecture, cost - optimized for large batteries ▪ 78+ issued patents, 108+ pending ▪ Market validation 2) : Cambridge, MA Headquarters Recognitions Source: 24M Technologies 1) 24M was recognized by Bloomberg New Energy Finance as a 2016 New Energy Pioneer, Source: Business Wire 2) Kyocera press release, January 6, 2020 22

 

 

Streamlined FREYR Production Process vs. Conventional Solutions Electrolyte Cathode Anode S e p a r a t o r N M C LCO S N C A NM L M O LFP LTO Natural Gr TiO2 Artificial Gr Si Sn Li metal Prismatic cell Pouch cell Cylindric cell C o n d u c t o r Electrode Separator Electrode C o n d u c t o r Repeating structure Electrode Creation Cell Assembly Stack Weld Insert Electrolyte A nod e M i x S l i t C a l e n d a r Die Punch C l e a n Vacuum Dry C a t h o d e M i x S l i t C a l e n d a r Die Punch C l e a n Vacuum Dry Solvent Recovery C o a t D r y I n s p e c t C o a t D r y I n s p e c t Solvent Recovery Conductor Separator Electrode Few and thick layers Conductor Electrode 5 production steps Stack Weld Insert Cell Assembly Electrode Creation Anode Cathode Mix Coat Mix Coat Prismatic cell Pouch cell FREYR Cell Production Using existing raw materials With a simpler production process Resulting in next - generation battery cells Conventional Cell Production 15 production steps (including solvent recovery) Multiple thin layers vs. Source: 24M Technologies 23

 

 

Advantaged Margins from a Partnership - Based Business Model Mo Industrial Park, Mo i Rana, Norway

 

 

FREYR Long - Term Margin Advantage ▪ Technology Strategy – Partnership with 24M Technologies – Lowers footprint and costs ▪ Partnership Strategy – Limits need for internal R&D – Partnering for low - cost materials ▪ Nordic Ecosystem – Low cost, 100% renewable power – Lower logistics costs to Europe $4 8 $43 $1 6 $8 $1 4 Global Average in 2025 T e c h n o l o g y Strategy P a r t n e r s h i p Strategy Nordic E c o s y s t e m 2025 Battery Cell Cost 1) Breakdown Materials Costs 25 Manufacturing Costs Corporate & Profit $78 $62 ( $ 10 ) Cell Cost $/kWh ( $ 3 ) ( $ 3 ) FREYR strategic advantages target 20% lower battery cell costs ($16/kWh) vs. the projected global average in 2025 3) Includes R&D and license fees 1) Total cost including profit 2) Company estimate based on 24M data FREYR Production Cost 2) in 2025 $11 3) FREYR Aims to Deliver Market Leading Costs and Margins Source: Study commissioned from global management consultancy

 

 

Phased Development from Balanced Partnership - Based Strategies ▪ Next Generation Technology Solution : Partnership with 24M Technologies to industrialize improved process technology ▪ Traditional Technology Solution : Joint venture partnership of proven OEM technology Source: 24M Technologies, Company data Target Market Verticals ▪ Energy Storage Systems ▪ Other Mobility (Marine, Commercial) ▪ All Electric Vehicles (EV, PHEV, xEV) ▪ All Electric Vehicles (EV, PHEV, xEV) ▪ Energy System Storage ▪ All other applications Target Offtake Customers ▪ Utilities ▪ Automotive OEMs ▪ Solar/Wind Developers ▪ Home Energy Storage Systems ▪ Automotive OEMs ▪ Utilities Expected Strategic Advantages ▪ Chemistry - agnostic cell production process and platform ▪ Semi - solid electrode structurally reduces materials costs ▪ Higher energy density cells with improved safety and reliability ▪ Simpler production process lowers capex and opex requirements ▪ Lower footprint and increase capital efficiency unlocks modularity ▪ Less scrap, fully recyclable & increased in - plant reuse of active materials ▪ Flexible platform covers current next generation chemistry & cell design ▪ Significant, untapped market to leverage FREYR’s competitive production platform ▪ Collaborate with OEMs for industrially scaled supply of traditional technology ▪ Considerable logistics advantages relative to Asian cell manufacturers ▪ Flexibility to host multiple - OEM partnerships with separate Gigafactories Relevant Targeted Partnerships Targeting OEM JV partners Next Generation Technology Development Focus Traditional Technology Development Focus 26

 

 

Mo Industrial Park 1) ▪ Gigafactory 1 (5.3 GWh) ▪ Gigafactory 2 (8.0 GWh) Mo Industrial Park – Quay 1) ▪ Customer Qualification Plant (375 MWh) ▪ Gigafactory 3 (10.6 GWh) ▪ Gigafactory 4 (10.6 GWh) Planned Construction of FREYR Production Facilities Mo i Rana, Norway Mo i Rana, Norway Project development Oslo, Norway Headquarters Source: Company data 27 1) Flexibility in final configuration and size of Modularized Gigafactories over time across ~180,000 m2 of secured regulated acreage. Capacity refers to 80% of nameplate capacity. Operations for Gigafactories projected for 2023 or later. Customer Qualification Plant

 

 

0 1 0 2 0 3 0 5 0 6 0 20 2 2 20 2 3 2 0 2 4 2 0 2 5 20 2 6 20 2 7 20 2 8 2 0 2 9 2025 Target Installed Capacity: 43 GWh 40 FREYR’s Phased Gigafactory Development: 80+ GWh Installed by 2028 Capex Capacity 1) Operational Asset ($ millions) (GWh) Start Customer Qualification Plant $35 0.2 2022 Gigafactory 1 $275 5 2023 Gigafactory 2 $310 8 2024 Joint Venture Gigafactory 1 $565 8 2024 Gigafactory 3 $380 11 2025 Gigafactory 4 $380 11 2025 Gigafactory 5 $775 16 2026 Joint Venture Gigafactory 2 $565 8 2027 Gigafactory 6 $775 16 2028 TOTAL $4,060 83 Note: Company projection based on 24M data; the indicated outlook should not be construed as estimates or guidance for future developments of the Company Source: Company data Gigafactory 1 Gigafactory 2 Gigafactory 3 Gigafactory 4 Gigafactory 5 FREYR Battery Manufacturing Facility Development Installed Capacity GWh 90 2028 Target Installed Capacity : 83 GWh 80 Gigafactory 6 70 Joint Venture Gigafactory 1 Joint Venture Gigafactory 2 1) Capacity refers to 80% of nameplate capacity for Gigafactories and 100% of nameplate capacity for Joint Venture Gigafactories 28

 

 

Experienced Execution Team Skagsanden Beach, Flakstad, Norway

 

 

▪ FREYR’s Experienced Execution Team ▪ ▪ Torstein Dale Sjøtveit Executive Chair & Founder ▪ 35+ years of experience in utility, shipbuilding & upstream energy businesses ▪ Former CEO, Sarawak Energy, Malaysia ▪ President & CEO, Aker Yards ▪ EVP Upstream Aluminum, Norsk Hydro Tom Einar Jensen Chief Executive Officer & Co - Founder ▪ 25 years of experience in energy, industry, agriculture and start - ups ▪ 13 of which in investment and project development in the sustainability space ▪ Partner & Co - Founder, EDGE Global LLC, Senior Advisor, SYSTEMIQ ▪ EVP Corporate Development, Joule Unlimited, US ▪ CEO Agrinos and various commercial roles in Norsk Hydro Peter Matrai Board Member & Co - Founder ▪ 20 years of experience in finance, technology commercialization and operations within bioenergy and sustainability ventures ▪ Partner & Co - Founder, EDGE Global LLC ▪ CFO, Joule Unlimited, US ▪ COO & CFO, Butamax (BP - DuPont JV) Einar Kilde Chief Operating Officer ▪ 30+ years of experience in leading large - scale development projects within the energy, renewables and transport sectors ▪ EVP Project Execution, BaneNOR ▪ EVP Project Execution, Sarawak Energy, Malaysia ▪ EVP Projects, REC Ryuta Kawaguchi Chief Technology Officer ▪ 25 years of experience in battery engineering and technology development ▪ Solution Owner, Dyson EV Battery ▪ Senior Manager Battery & ePT Strategy Planning, Nissan ▪ Senior Manager Battery System Engineering & Technical Sales, AESC Steffen Føreid Chief Financial Officer ▪ 20 years finance experience within LNG, engineering, fabrication and energy industries ▪ CEO/CFO, Höegh LNG Partners LP ▪ CFO, Höegh LNG Holdings Ltd ▪ CFO, Grenland Group ASA ▪ EVP, TH Global PLC Tove Nilsen Ljunqquist Executive Vice President, Operations ▪ 30 years of experience in global manufacturing and oil & gas businesses ▪ EVP Operationalization Moreld ▪ CEO Agility Subsea Fabrication / Agility Group ▪ Head of Performance Management Hydro Downstream ▪ Managing Director Hydro Aluminium Clervaux Are Brautaset Chief Legal Officer ▪ 20 years practice as in - house counsel in the energy sector ▪ Head of Legal and Compliance in Statoil Tanzania ▪ Vice President Legal in Equinor ▪ Chief Legal Officer in Aker Energy 30

 

 

International Energy and Capital Markets Expertise, FREYR Director Nominees Daniel Barcelo Chief Executive Officer, President & Director ▪ Portfolio Manager, Moore Capital ▪ Managing Director, Renaissance Capital ▪ CFO, Ruspetro plc, Russia ▪ Co - Founder, Director, CFO, Invicti Terra Argentina Ltd Germán Curá Director ▪ Board of Directors & Vice Chairman of the Board, Tenaris ▪ President & CEO, Maverick Tubulars ▪ President & CEO, Hydril Encompass Capital, A Member of Our Sponsor Todd Kantor Founder, Managing Member & Portfolio Manager ▪ 20 years of experience in global energy markets ▪ Portfolio Manager, PioneerPath (Citadel LLC) ▪ Analyst; Touradji Capital, Solstice Equity Management, JP Morgan Global Oil & Gas Investment Banking Alussa Energy Acquisition Corp. Overview ▪ Alussa Energy Acquisition Corp. is a NYSE listed SPAC which completed its $287 million IPO in November 2019 ▪ Over 100 years of combined experience of starting and operating public companies globally ▪ Board members/management have operated companies in the US, Africa, Russia and the Middle East ▪ Encompass Capital Advisors LLC, a Member of our Sponsor, is a SEC registered investment advisor with a primary focus on investing across the energy eco - chain, including exploration and production, services, energy - related industrials, cyclicals, materials, alternative energy and renewables in the private and public markets Alussa Energy Due Diligence and Assessment Conducted on FREYR ▪ General corporate, legal, intellectual property, contract review, employment matters and benefits and capital structure due diligence conducted by Skadden Arps and Ellenoff Grossman & Schole ▪ Accounting and tax due diligence performed by Ernst & Young ▪ Environmental, governance and social communication strategy assessment performed by Sustainable Governance Partners ▪ Business due diligence and assessment performed by Alussa Energy and Rystad Energy 31 Alussa Energy Acquisition Corp. Overview

 

 

FREYR Financial Overview Barcode Business District, Oslo, Norway

 

 

Pro Forma Financial Projections 1) Non - GAAP financial metric – EBITDA defined as earnings before interest expense, interest income and other income, taxes, depreciation, amortization and stock - based compensation Projected annual free cash flow of ~$1.6 billion upon completion of FREYR’s Gigafactory build - out plan ($ millions) 202 1 2022 2023 2024 2025 2026 2027 2028 Income Statement Items Customer Qualification Plant $ 0 $1 1 $1 6 $ 1 6 $1 6 $16 $ 1 6 $ 1 6 Gigafactories 0 0 30 5 8 7 7 2 , 15 4 2,869 3 , 4 5 1 4 , 0 7 3 Joint Venture Gigafactories 0 0 0 4 9 9 70 5 687 1 , 1 3 2 1 , 3 0 7 Total Revenue $ 0 $ 1 1 $ 3 2 1 $ 1 , 3 9 2 $ 2 , 8 7 5 $3,573 $ 4 , 6 0 0 $5 , 39 6 % Growth n m nm n m 3 3 3 % 1 07 % 2 4% 29 % 17 % COGS $ 0 $ 9 $ 25 7 $ 9 5 1 $1 , 98 0 $2,358 $3 , 1 3 1 $ 3 , 6 9 3 Gross Profit $ 0 $ 1 $ 6 5 $ 4 4 1 $ 8 9 5 $1,215 $ 1 , 4 6 8 $1 , 70 3 Gross Profit Margin % n m 13.0% 2 0 . 1% 3 1 . 7 % 3 1 . 1 % 3 4 . 0% 3 1 . 9 % 3 1 . 6 % Technology Licensing Fees $ 0 $ 1 $1 3 $ 3 6 $8 7 $116 $ 1 3 9 $ 1 6 4 Other Expenses and SG&A 3 5 4 5 4 5 6 6 10 5 113 1 2 5 1 2 7 EBITDA 1) ( $ 3 5 ) ( $ 4 4 ) $ 7 $ 3 3 9 $ 7 0 3 $986 $ 1 , 2 0 5 $1 , 41 2 EBITDA Margin % n m nm n m 2 4 . 4 % 2 4 . 4 % 2 7 . 6% 2 6 . 2 % 2 6 . 2 % Balance Sheet and Cash Flow Items Debt $ 0 $120 $ 8 9 6 $ 1 , 4 9 3 $ 2 , 0 1 1 $2,497 $ 2 , 7 4 3 $3 , 20 3 Net Debt/EBITDA n m nm n m 3 . 0 x 1 . 9 x 1 . 6x 1 . 6 x 1 . 5 x Capital Expenditures $144 $517 $ 8 3 2 $ 6 0 9 $ 6 1 2 $880 $ 9 9 6 $1 , 11 0 % of Revenues n m nm n m 4 4 % 21 % 2 5% 22 % 21 % 33

 

 

Cash to FREYR Balance Sheet 8 4 9 65 % Estimated Transaction Fees & Expenses 4 6 4 % Total Uses $ 1 , 31 3 100 % Sources and Uses Pro Forma Valuation 3) 4) 5) ($ millions) ( $ ) ( % ) ($ millions, except for per share data) Estimated Alussa Energy Cash in Trust 1) $29 0 22 % Share Price $10 . 0 0 PIPE Proceeds 2) 60 0 4 6 % Pro Forma Shares Outstanding 137 . 7 Consideration to Existing FREYR Shareholders 3) 41 8 3 2 % Equity Value $1 , 37 7 Proceeds from FREYR options exercise 5 0 % Plus: Debt $ 0 Total Sources $ 1 , 31 3 100 % Less: Cash to Balance Sheet $ 8 4 9 Consideration to Existing FREYR Shareholders 3) $41 8 32 % Enterprise Value $ 5 2 9 Transaction Overview 1) Assumes no redemptions from Alussa Energy’s existing public shareholders 2) Excludes cash from 0.75 million shares (equivalent to $7.5 million investment) that could be funded before close in connection with an existing FREYR shareholder’s preferred equity investment in FREYR rolled for $10.00 per share 3) Includes $7.5 million in respect of preferred equity investment in FREYR rolled for $10.00 per share; assumes full dilution at the transaction price from in - the - money FREYR options; proceeds from FREYR option exercise shown separately in the Total Sources section 4) Assumes new shares issued at $10.00 per share 5) Excludes the impact of Alussa Energy warrants (23.0 million at $11.50 per share strike price) Pro Forma Ownership 1) 2) 3) 4) 5) ▪ 100% of FREYR’s existing shares will roll over into the combined company ▪ Equity capital for the execution of planned development of up to ~43 GWh of battery cell production capacity – Development of the company’s planned Gigafactory system – Working capital requirements to support growth – Research & development efforts for advanced battery solutions ▪ Transaction completion expected during the second quarter of 2021 (% / million of shares) ALUS Shareholders 21% / 28.8 34 ALUS Sponsor Shares 5% / 7.2 PIPE Investors 44% / 60.0 Existing FREYR Shareholders 30% / 41.8

 

 

Attractive Transaction Pricing ▪ F uture enterprise value: Apply 10.0x 2 - year forward multiple to FREYR 2025e EBITDA of $703 million – 9.0x - 11.0x multiple at a discount to public comparables ▪ ▪ ▪ F uture equity value: Adjusting for FREYR year - end 2024e net debt of $1,020 million D iscounted equity value: Discounting future equity value back 3.75 years (assuming March 2021 close) at 20% discount rate T ransaction Equity Value: Implies a 77% discount to the midpoint of implied future equity value and 55% discount to the midpoint of implied discounted equity value Methodology Assumptions ▪ Forward EV/EBITDA multiples: 9.0x - 11.0x ▪ 2025e EBITDA: $703 million ▪ 2024e Net debt: $1,020 million ▪ Equity discount rate: 20% ($ millions) E nterprise Value Indication $7,728 $7,025 $6,323 $6,708 $6,006 $5,303 Equity Value Indications $3,386 $3,031 $2,677 77% Discount 55% Discou $1,377 ($10.00/sh) Implied future enterprise value Implied future equity value Implied discounted equity value Transaction equity value n t 35

 

 

2 5 . 0 x 6 . 3 x ' 27 e ' 25 e 5 2 . 2 x 2 5 . 6 x 1 8 . 6 x 8 . 2 x 5 . 2 x 3 . 8 x 1 . 6 x n m 0 . 8 x 0 . 5 x 0 . 4 x ' 25 e ' 26 e ' 27 e 7 8 . 4 x 7 7 . 1 x 3 3 . 9 x 6 1 . 0 x 3 6 . 6 x 2 0 . 1 x 1 5 . 7 x 1 2 . 9 x 4 . 1 x 2 . 9 x ' 27 e ' 25 e Asian Battery Comps (‘21 EV/EBITDA) 3) US Battery Comps At Deal 2) Fuel Cell Comps (‘25 EV/EBITDA) 3) US Electric Vehicle Comps (‘24 EV/EBITDA) 2) US Battery Comps Current 2) FREYR 1) Avg. 29.3x F R E Y R V a l u a t i o n B e n c h m a r k i n g : E V / E B I T D A Avg. 16.5x 36 ( 3 ) ( 3 ) 1) Presented multiples are based upon current year enterprise value; adjusted enterprise value for future net debt balances would imply ’25e multiple of 3.4x, ’26e multiple of 2.8x, and ’27e multiple of 2.5x 2) Valuation is based upon current year enterprise value and public management EBITDA forecasts at time of SPAC merger announcement and securities prices as of January 25, 2021, unless otherwise noted 3) Valuation is based upon current year enterprise value and consensus EBITDA estimates as of January 25, 2021 Source: Bloomberg, Company reports

 

 

2 1 . 5% 1 7 . 2% 1 5 . 7% 1 1 . 3% 5 . 2% 28.8% 2 2 . 4% 1 8 . 9% 1 3 . 1% 1 2 . 1% 1 0 . 4% 1 . 3% 2 5 . 2% 2 0 . 5% ' 27 e ' 25 e 2 4 . 4% 2 7 . 6% 2 6 . 2% ' 25 e ' 26 e ' 27 e Asian Battery Comps (‘21 EBITDA Margin) 2) US Battery Comps 1) US Electric Vehicle Comps (‘24 EBITDA Margin) 1) FREYR FREYR Valuation Benchmarking: EBITDA Margin Avg. 15.7% 1 9 . 2% 1 5 . 0% 1 2 . 6% Avg. 14.2% 1) Based upon public management financial forecasts at time of SPAC merger announcement, unless otherwise noted 2) Based upon consensus EBITDA estimates as of January 25, 2021 Fuel Cell Comps (‘25 EBITDA Margin) 2) ( 2 ) ( 2 ) 18.9% Source: Bloomberg, Company reports 37

 

 

“As a society, we must substantially accelerate our efforts to reduce CO 2 emissions at scale over the next ten years. Electrification and batteries are instrumental parts of the solution, representing one of the most exciting and sustainable growth vectors in the market.” Torstein Dale Sjøtveit Executive Chairman & Founder

 

 

Appendix Lillehammer Wilderness, Norway

 

 

FREYR’s Holistic Approach to ESG Leadership Environment ▪ FREYR is committed to producing one of the most environmentally - friendly, cost - effective and ethically - manufactured battery cells in the world ▪ We plan to leverage sustainable practices across the entire supply chain and product lifecycle, including its recyclability Social ▪ FREYR is committed to safe, healthy and reliable operations and the well - being of our employees ▪ We value a diverse and inclusive culture ▪ Our communities are critical participants in our ecosystem thus we will invest in the strength of our ‘social license’ to ensure alignment as we grow Governance ▪ FREYR is committed to the best practices of corporate governance, as foundational tenets of the long - term success of our business ▪ We commit to transparent business practices and accountability to our shareholders and stakeholders Meeting the world’s rapidly growing need for carbon - free energy for storage, transportation and other end uses Reduced scrap rate, higher material utilization, and higher rates of battery recyclability Future Norwegian operations powered exclusively by zero - carbon energy supplies including both wind and hydro power Our vision of accelerating decarbonization globally aligns our corporate strategy directly with key UN Sustainable Development Goals ▪ B o a r d : i n depen d en t , d i v e r s e , c a p a b l e , o b j e c t i v e a n d e n g a g e d ▪ ▪ P o l i c i e s : l e a d i n g s t a nd a r d s f o r e t h i c s , s up p l y c h a i n , i n t e r n a l c o n t r o l s a n d o v e r s i g h t ▪ Disclosure : committed to SASB - aligned disclosure as soon as practicable KPIs : management and workforce alignment to ESG performance FREYR ESG Leadership will be underscored by our commitments to sustainability, governance and transparency 40

 

 

Norway’s Battery Ecosystem Supports Our Growth Aluminium Battery Recycling @ Multi locations Battery System for Marine: SPBES @Trondheim Corvus @Bergen TiO Anode @ Bergen Natural Graphite Mine Anode material @Skaland Sci. & Tech. Univ. @Trondheim Energy Institute @Oslo (Kjeller) Si anode research, Cell prototyping/testing Defence Research @Oslo (Kjeller) Battery safety testing Univ. Oslo @Oslo Fundamental material research Univ. Southeast @Porsgrunn SINTEF Helgeland @Mo I Rana Energy/Process optimization SINTEF Energy @Trondheim Large battery cell/pack testing SINTEF Industry @Trondheim Battery materials, Cell prototyping/testing Zero Emission Marine @Oslo (Høvik) Raw Materials: ▪ AL (Hydro, Alcoa) ▪ Si (Elkem, Dynatec) ▪ Ni, Co, Cu (Glencore) ▪ Ti (Joma) ▪ Li (under development) ▪ Graphite (MRC, Elkem, Saint - Gobain) Siemens @Trondheim Lithium - ion Battery @Mo I Rana Kongsberg Maritime @Kongsberg LiB Recycling @Fredrikstad ESS for PV @Oslo Lithium - ion Capacitor @ S t a v a n g e r Artificial Graphite & Si Anodes @Herøya Lithium - ion Battery @TBD ▪ FREYR to secure battery cell manufacturing within Norway’s burgeoning battery industry ▪ Emerging companies across all aspects of the battery supply chain, from raw materials to recycling ▪ Unique development of specific battery solutions for the maritime industry ▪ Strong technological development from local research organizations and universities 41 Industry Players Research Organizations

 

 

Strategies to Build a Nordic Supply Chain ▪ Striving to develop a long - term Nordic battery supply chain ▪ Initial supply chain to leverage 24M relationships for active materials ▪ Long - term evolution of supply chain focused on European/North American suppliers and eventually 100% Norway ▪ Supplier qualification focused on sample analysis process of 1 - 2 years C o m p o n en t # 1 N M C 2 L F P 3 Carbon black 4 Graphite 5 A l u m i n u m 6 Copper 7 S ep a r a t o r 8 P o u c h 9 Electrolyte Step 1: 24M Supply Chain Step 2: Utilizing Existing EU and US Supply Chain Opportunities Step 3: Long - term Aspiration A s i a A s i a A s i a A s i a A s i a A s i a A s i a A s i a USA / Asia Qualification of existing s u p p lie r 1. Sample analysis (12 - 24 months) Joint venture to establish production capacity 1. Feasibility analysis (3 - 6 months) 2. Sample analysis (12 - 24 months) Source: 24M, Company data Potential Nordic Supply Chain Development FREYR plans to source materials from existing battery material suppliers in Europe and USA Following FREYR’s partnership model to localize as many battery supply chain materials as possible in Norway 42

 

 

Europe Battery Production Capacity, 2030e Europe battery cell manufacturing targeted 2030 capacity 1) G W h Plant size (GWh): 3 0 2 0 1 1 0 10 0 N o r t h v o l t AESC Sunderland A MT E/ B ritis h v o lt LG Chem Leclanche SAFT/PSA Opel France SAFT pilot Northvolt/Volkswagen Norway G e r m a n y France Hungary Poland Slovakia Sweden United Kingdom M ic ro v a st Tesla BM Z F R E Y R Morrow Batteries SK innovation 1 inoBat GS Yuasa Samsung SK innovation 2 CATL Va r ta SAFT/PSA Opel Germany Liacon F a r a sis ▪ 21 companies expected to hold battery production capacity in eight European countries ▪ Largest capacities in Norway, Germany and Poland ▪ Nordic region emerging as the most advanced battery production corridor in Europe ▪ FREYR’s ambition to lead Norway into a market capacity leading position 1) Figures represent current targeted capacity expected to be achieved by 2030 New players reshaping the Nordic region as the market leading battery corridor in Europe, producing technologically advanced battery solutions using 100% renewable energy starting in 2021 Source: Rystad Energy, Company analysis 43

 

 

4 4 Source: Kyocera press release, website, Company internals 1) Over 10 years operation @ 80% DoD 2) @ 30 ƒ C, 100% DoD; nominal charge time 3 hrs (Automotive standard) 3) (Ready for) Start of (Commercial) Production 4) Cycle life estimates are based on the assumptions that a) cell development objectives are achieved, b) cycles are performed at 80% depth of discharge and c) end of life condition is 80% capacity retention. Cycle life estimates may be materially lower if development objectives are not achieved. 24M: A Next Generation Technology Commercially in the Market Today Target specifications Specific Energy (Wh/Kg): Energy Density (W/l): Charge Time (time): Cycle Life (# of cycles) 4 : 2013 2017 2017 - 2019 Jun 2019 Jan 2020 Late 2020 Joint research Kyocera Industrializing Pilot Commercial Mass a c t ivi t y w i t h li c e n s e i n t h e s o l u t i o n p r o d u c t i o n s a le s s t a r t f o r p r o d u c t i o n 24M 24M begins residential ESS initiated May 2019 Feb 2020 2021 40 sample EPC contract 100 MWh cells to for first GPSC production GPSC plant signed capacity pl a nn e d 2017 GPSC license in 24M Safety Features across: Operating Temperature: ESS F360 ESS F500 EV F500 (SOP 3 : 2022) (SOP 3 : 2023) (SOP 3 : 2023/24) 284 300 319 >568 >625 >720 3 hrs 3 hrs 15 - 25 mins >3,500 1 >3,500 1 1,000 2 0 to 50 ƒ C - 20 to 50 ƒ C - 20 to 60 ƒ C Integrated fuse link Unit cell a r c h it e c t u r e Exceptional abuse tolerance 2014 GPSC invests in 24M

 

Exhibit 99.3

 

 

 

FREYR Business Combination with Alussa Energy Acquisition Corp.

 

Investor Conference Call

 

January 29, 2021

 

Operator

 

 

Greetings and welcome to the FREYR and Alussa Energy Acquisition Corp. Transaction pre-recorded Conference Call. I would now like to turn the conference over to Chi Chow, Head of Investor Relations for Alussa Energy.

 

Chi Chow – Strategy & Investor Relations, Alussa Energy Acquisition Corp.

 

 

Good morning, good afternoon and good evening to everyone joining us today on the call. My name is Chi Chow, head of Investor Relations for Alussa Energy. We are joined today by Daniel Barcelo, Alussa Energy’s CEO, Torstein Dale Sjøtveit, Executive Chair and founder of FREYR, Tom Jensen, FREYR’s CEO and Steffen Føreid, FREYR’s CFO.

 

On behalf of both Alussa Energy and FREYR, we welcome you to the call to discuss this exciting business combination between our two companies.

 

Before we proceed, I would like to first remind everyone that this call may contain forward-looking statements including, but not limited to, FREYR and Alussa Energy’s expectations or predictions of financial and business performance and conditions, expectations or assumptions as to completion of the proposed transaction between the parties, product development and performance, including but not limited to the timing of development milestones, competitive and industry outlook and the timing and completion of the transaction. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions and they are not guaranteed of performance. I encourage you to read the joint press release issued today and Alussa Energy’s filings with the Securities and Exchange Commission for a discussion of the risks that can affect the business combination, FREYR’s business and the business of the combined company after completion of the proposed business combination.

 

Alussa Energy and FREYR are under no obligation and expressly disclaim any obligation to update, alter or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

For everyone on the line, Alussa Energy and FREYR will not be fielding any questions on today’s call. I will now turn the call over to Alussa Energy’s CEO, Mr. Daniel Barcelo. Dan?

 

Daniel Barcelo – Chief Executive Officer and Founder, Alussa Energy Acquisition Corp.

 

 

Thanks, Chi and hello to everyone on the call. My name is Daniel Barcelo and I am the Chief Executive Officer and Founder of Alussa Energy. We are thrilled and privileged to announce today’s transaction between FREYR and Alussa Energy. FREYR is a Norway-based developer of clean battery cells using renewable hydro power and leading-edge technology to address the growing market for transportation and energy storage electrification. We believe this transaction represents an intriguing investment opportunity for a new, European-based competitor in the Giga-scale landscape of battery production and we are excited to discuss the merits of the deal with you today.

 

Briefly on Alussa Energy, we are a New York Stock Exchange-listed SPAC and completed our $288 million IPO in late 2019 and began focusing on merger opportunities across the entire energy supply chain. Our team consolidates over a century of combined engineering, operational and investment experience, with many members of our board and management team having started and operated public energy companies across the globe.

 

 

 

 

 

In terms of our selection process, we looked at over 75 opportunities across traditional energy and energy transition before focusing specifically on the battery supply chain which we see as highly compelling in terms of strong demand already today and the expected accelerating growth in the coming years between both transportation and energy storage applications. Once we were introduced to FREYR and began evaluating the company’s leading-edge technology, scalable development strategy and strong execution team, we knew our search had ended.

 

We spent upwards of five months working with the company, including spending two months in Norway myself, to help delineate and develop its business model. The end result of our process is the company we present to you today. We believe FREYR is one of the most uniquely positioned battery cell investment opportunities in the world, with three primary differentiating factors, including:

 

● First, adopting a technology partnership strategy to bring a next-generation, semi-solid battery platform to scale.

 

● Second, FREYR’s advantaged production location in Norway where we expect the company to build battery cells with one of the lowest possible carbon footprints in the world.

 

● And third, FREYR’s strong execution team with its extensive operational experience in successfully executing large, complex capital projects on time and on budget.

 

As a result, we are highly confident that FREYR is well-positioned to play a transformational role in decarbonizing global energy and transportation markets.

 

The transaction announced today is expected to provide FREYR with net proceeds of approximately $850 million, including a $600 million fully committed PIPE including Koch Strategic Platforms and Glencore. The proceeds will be used to fully fund the company’s equity capital needs with an aim to scale production capacity to 43 gigawatt hours by 2025. From FREYR’s side, speed to market was an important factor and the need for a quantum of capital that Alussa Energy brings along with a NYSE listing will properly position the company as a competitive counterparty to leading OEMs and suppliers.

 

Importantly, we feel the transaction valuation is both fair to all stakeholders and highly compelling for public investors as implied future multiples, at under 1.0x EV/EBITDA based on FREYR’s expected 2025-27 earnings levels, are priced at significant discounts relative to publicly traded battery comps and certain other recent battery de-SPAC deals.

 

Lastly, I would like to thank a member of our Sponsor Encompass Capital, a leading New York-based hedge fund focused on investing throughout the energy eco-chain, for its strong support in embracing our discovery of energy transition opportunities.

 

With that, I would like to turn the call over to Torstein, Executive Chair and founder of FREYR to tell you more about the company. Torstein?

 

Torstein Dale Sjøtveit – Executive Chair and Founder, FREYR

 

 

Thanks Daniel, and hi everyone! It’s a true pleasure to be here today.

 

Accelerating the decarbonization of the transportation sector and our energy systems require very large volumes of batteries, and we believe that these will benefit from being decarbonized from the outset. We started FREYR three years ago after a feasibility study by the Norwegian University of Science and Technology and FREYR co-founder Tore Ivar Slettemoen. Based on that, we understood that we were positioned to play a fundamental role in enabling that ambition by delivering sustainable and cost-effective batteries. Today, together with Alussa Energy and backed by a set of very strong and dedicated new investors, we announce a significant step towards our shared ambition of creating a more sustainable energy future.

 

We believe FREYR represents a highly attractive market opportunity and one of few opportunities for exposure to this industry for investors. We believe the ongoing shift to renewable power grids and electric vehicles is accelerating demand for lithium-ion battery solutions. We believe a large market is emerging and creating a strong basis for FREYR’s growth.

 

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We also believe Norway has critically important advantages to offer in this regard with ultra-low-cost electricity prices relative to other locations in Europe combined with the clean nature of that energy. Norway is also located closer to large and rapidly growing market segments in Europe relative to where most current supply comes from, which is from Asia in general, and China in particular.

 

Another important feature is Norway’s century-long experience in energy, energy-intensive and process intensive industries, with a highly skilled, engineering-based competence - critically important to ensure that battery cell production and battery value chains are operated flawlessly with high uptime, high regularity and low scrap rates.

 

Turning back to FREYR, the company has attracted a diversified and experienced team, partners and initial customers in a short period of time. The capital raise and NYSE listing announced today add further momentum to our progress and positions us as a catalyst for European battery cell production and the Nordic battery ecosystem. We see this transaction as a strong confirmation of FREYR’s growth potential enabled by cutting-edge technology and access to clean renewable energy. Moving ahead, FREYR will focus on executing our project plans, attracting more talent, cultivating partnerships and providing our customers with sustainable and cost-effective clean battery cells.

 

Long story short, FREYR offers a clean Nordic solution to the rapidly growing global demand for high-density and cost competitive battery cells. We believe our plan for production of our environmentally friendly battery cells through our partnership-based business model, which positions FREYR to accelerate long-term value creation and target sustainable, superior returns to our stakeholders and shareholders.

 

With that, I will turn the call over to FREYR’s CEO Tom Jensen. Tom?

 

Tom Einar Jensen – Chief Executive Officer and Co-Founder, FREYR

 

 

Thanks Torstein, and hi everyone! As CEO of FREYR, I'm here today to talk about FREYR and our clean battery solutions. I’ll take you through our ambitions, and why we believe this is a fundamentally exciting opportunity and industry.

 

FREYR is targeting being one of the best positioned players in this industry, and we aspire to be an industry cost leader and deliver high EBITDA margins. We plan to start this journey by building more than 40 gigawatt hours of production capacity by 2025. We believe we offer unique exposure to an industry with exponential growth potential. We believe we can achieve our ambitions by targeting to be the lowest carbon battery cell producer in the world and having a flexible business model, through an in-licensing and partnership-based approach, commercializing and scaling best available commercially introduced technology.

 

FREYR's initial focus is on the battery cell production itself. This makes up roughly one third of the value creation across that value chain and is the most energy intensive and process intensive part; and where FREYR’s and Norway’s comparative advantages can be utilized the best.

 

Since our incorporation in early 2018, a broad variety of stakeholders, all across the value chain from raw material providers - to active material producers - to module and pack suppliers and recycling players alike, have recognized the benefits of co-locating activities in Norway. The opportunity for us to get exposure to a broader part of the value chain is strong, and we believe for Norway as a nation, the battery industry outcompetes other opportunities in the renewable spectrum in the next decade.

 

We have analyzed with a leading global consultancy the growth perspectives of the battery market. We have filtered it through the lens of continued technology development coupled with increased, regulatory pressure from governments around the world for further decarbonization. The European union increased their ambition from 40% to 55% decarbonization by 2030 and many other countries are implementing more ambitious CO2 reduction targets. The Chinese government recently announced a 25% EV penetration ambition by 2025 requiring an increased amount of the Chinese produced batteries to stay in China. Our belief is that these markets will, driven by technology development and increased regulatory pressure, grow faster than most analysts think. Batteries are going to play a fundamental role in decarbonizing large sectors of the economy and low carbon batteries should have an increasingly important role to play. This is where FREYR and Norway can play a substantial role from an advantaged position.

 

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We have since our inception entered into multiple agreements with many different companies along the value chain and are currently in number of customer processes. We have also licensed in our first cutting edge technology through 24M Technologies, which is in our opinion, the best commercially introduced, available technology. We believe 24M offers a step change in cost and performance in Lithium-Ion battery cell production and represents a fundamental innovation in how batteries are designed and produced.

 

We have entered into initial agreements with some of leading global players in the supply chain that can provide high quality materials into our production, which is a raw material-based business. Having the best possible suppliers through long-term agreements and value chain partnerships are going to be important. Initial customer discussions and agreements also give us comfort that we will be able to increase our sales of decarbonized batteries over time.

 

Our starting point is to decarbonize the battery value chain through four distinct steps. First, we are going to locate battery cell production in Norway at scale with the right technology. Second, we will seek to source our active materials from Norwegian/Nordic providers or providers which have low carbon footprint in their production. Third, we will enter into partnerships and long-term agreements with additional stakeholders to source other input factors into battery production into the cell production itself, such as lithium hydroxide, electrolyte and copper foil production or any other energy intensive product that forms part of the value chain. Finally, packaging and recycling will also reduce footprint further in a Norwegian context. These actions provide us with the basis to have an ambition to reduce the life cycle CO2 footprint in battery production by more than 80% in the medium term with potential for even further reduction.

 

This reduction will place us on the left-hand side of the so-called carbon curve documented through a bottom-up analysis done by a leading consultancy firm ranking all battery producers in 2025 by carbon intensity in battery cell production. This ambition is a catalyst for partners lining up and customers signing up, and the opportunity to build capacity in Norway is very strong across a broad variety of locations. FREYR is thus comfortable that we are offering a fundamentally important, strategic advantage.

 

Another important aspect is that Norway has been and still is leading the charge in terms of electrification. Norway started large scale rollout of electric vehicles a number of years ago. This has already triggered a lot of development in the Norwegian battery scene. Fundamental research and education are ongoing at SINTEF, NTNU, IFE to the university of Oslo and others. Infrastructure development is picking up pace to support the electric vehicle adoption. Norway is electrifying a broad set of the marine segments in the country, and a number of commercial stakeholders are producing battery modules, packs and solutions for rapidly growing market segments. Most of these stakeholders are today sourcing their battery cells from Asia as there is no industrial scale battery cell production in Norway today. This is a void that Norwegian producers can fill, and FREYR plans to be the first producer of battery cells at industrial scale in Norway. On top of this there is a large presence of the elements critical to battery production in the Nordic region. Over time we believe the Nordic region could be home to substantial industrial-scale battery production and a very broad industry along the entire value chain also triggering a large upstream industry, where Norway’s exploration and competence industry can be leveraged.

 

We are now actively seeking additional employees, suppliers, customers and investors and we have seen very strong interest in joining FREYR on this journey. This is also supported by Norway and Norwegian companies having strong ESG credentials.

 

FREYR’s technology strategy is to seek partners with, what we believe are the best available, commercially introduced technologies, as opposed to in house R&D for two main strategic reasons. First, we believe speed to market and actual production is essential to succeed in this business to be relevant in off-taker discussions immediately and start deploying production systems at giga-scale today. Second, we retain flexibility in terms of partnering for the latest technology which could ensure ongoing cost competitiveness as a strong strategic advantage, as opposed to developing a proprietary platform in house which could be much more time consuming and costly.

 

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We launched our technology selection process in the first half of 2019 for battery cell technologies. Our key selection criteria included the following three aspects: One, it needs to deliver step change benefits in terms of cost and performance relative to the currently market dominant traditional LIB technology. Two, it needs to be ready for mass production today and three it needs to meet current customers’ requirements and fit into the existing supply chains.

 

We have built a strong team to execute this strategy with our CTO having spent his 25+ year career covering most aspects of the battery space. He led Nissan’s battery technology development for the Nissan Leaf as well as recently leading the battery cell technology development for Dyson’s EV project. FREYR’s co-founder and Board member who leads our in-licensing efforts also has 15 years of experience in commercializing disruptive technologies in the sustainability space. This combination of deep technology and disruptive technology commercialization experience, supported by a broad network of specific field experts resulted in a robust selection process, which ultimately led to us choosing a SemiSolid technology platform developed by 24M Technologies as our first cutting edge technology adoption.

 

24M Technologies is a spin-off from MIT and is based in Boston, USA. 24M has spent 10 years in Research and Development mode focusing on two things in parallel. One, they have significantly advanced the conventional LIB cell by developing a Semi-Solid cell architecture. Two, they have developed a fundamentally simpler manufacturing process to produce this new cell. 24M Technologies’ Semisolid solution is as such a complete technology and production platform which can deliver several step changes relative to conventional lithium-ion battery solutions. The platform is already established in commercial production in Asia; however, FREYR has limited exclusivity within certain market segments.

 

The key innovation is the Semi-Solid battery cell structure itself. Key features include that the electrodes are substantially thicker requiring less inactive materials than in conventional cells. As a result, the SemiSolid cells have a structural bill of materials cost advantage. The production process for these Semisolid electrodes is also novel. The electrolyte and active materials are mixed at the beginning of the process so there is no need for binders, additives nor solvents which allows for elimination of several key process steps relative to the conventional production process. The electrode production platform is reduced from 15 steps in the conventional process to 5 process steps with the 24M Technologies platform. The technology also enables the production of larger cells, which could provide many additional commercial and cost related advantages.

 

This technology also stays within the existing battery supply chain paradigm and does as such neither require the creation of new materials nor a new supply chain. The solution is as such compatible with mainstream cathode and anode chemistries and it is furthermore chemistry agnostic allowing us to swap between chemistries flexibly without changing the underlying production process.

 

In summary this cell design and production platform can provide benefits like a modular, scalable, chemistry agnostic platform with a smaller production footprint at low cost. We also believe there are opportunities for further automation that could provide higher reliability, increased safety performance and increased recycling opportunities.

 

The combination of our choice of technology, the advantaged Norwegian location, and our scale ambition could place FREYR on the left-hand side of the cost curve. FREYR believes demand will outstrip supply by 2025 and aspires to be a cost-leader in this industry by then. We aim to grow beyond that with an ambition to be one of the largest producers of battery cells in the European domain by 2030.

 

We believe that FREYR has the potential to achieve its industry cost leadership aspiration from combination the following beliefs. First, the fundamental advantages of the 24M Technologies platform offers a structural bill of materials and manufacturing cost advantage. Second, we avoid large inhouse R&D costs through licensing in or partnering for best available technologies. Third, we locate the production of battery cells in a low cost and low carbon electricity environment and reduce logistical costs by sourcing materials from local partners.

 

In addition to selecting, in our opinion, best available next generation, commercially introduced technologies, such as 24M Technologies, FREYR also targets joint venture partnerships with tier 1 battery cell producers from Asia. Many Asian battery cell producers have a target to establish production presence in the European region, and we are in partnership discussions. We believe additional partnerships for FREYR in Norway to set up large battery cell production facilities with potential for up- and downstream activities adds flexibility and momentum to our cutting edge technology approach. FREYR will keep growing its partnership-based approach, to provide an as broad product range out of the Norwegian battery industry as possible.

 

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FREYR will start its production-based rollout in Mo i Rana, where we have been active for more than three years. We are very happy with the support that we have seen from the local authorities and the local industrial players in the region. This is one of Norway’s largest ports with excellent logistics by sea, road, rail and air. Mo Industrial Park is a leading industrial development zone. FREYR has secured 180,000 m2 of land in this park, in addition to a 13,000 m2 building where we plan to install Norway’s first large-scale lithium-ion battery production facility with targeted completion in 1H-2022. In parallel with this we aim in a modular way, to scale out capacity adjusted to increasing demand. Our ambitions inside Mo Industrial Park, based on the benefits of the 24M Technologies platform, is to build up to 35 GWh in the short term, and our joint venture ambitions with conventional technology providers scale to 43 GWh by 2025.

 

[The active participation from local government and industrial stakeholders combined with the support from the National Government through Innovation Norway and ENOVA provide us with very strong comfort that Norway can play a material role in the battery industry moving forward.]

 

To deliver on these ambitions FREYR has focused on building an organization with deep expertise in technology selection and partnerships, significant experience in project and operational execution combined with broad battery expertise from fundamental research to operations of battery cell facilities. FREYR’s organization is growing rapidly with accelerating interest to join the team from several countries covering relevant initial disciplines. FREYR also plans to continue to support educational and R&D programs with Norwegian institutions and promote retraining programs for existing industry professionals in Norway.

 

Today FREYR has announced that we are combining our business with Alussa Energy and plans to list on the NYSE. The capital raised in connection with this business combination and Alussa Energy’s cash in trust will provide FREYR with the liquidity and equity capital to go ahead with our investments and our business plan which targets to build up to 43 GWh of production capacity in Norway by 2025. This ambition could deliver revenues of 2.9 BUSD and an EBITDA of 700 million in 2025. FREYR’s shareholders will roll 100% of their shares into the combined entity and sit on 32% of the shares in the new fully capitalized company.

 

Now, I would like to turn the call over to our CFO, Steffen Føreid.

 

Steffen Føreid – Chief Financial Officer, FREYR

 

 

Thank you, Tom and hello to everyone on the call, it is a pleasure to be here,

 

The proceeds from this transaction will provide FREYR with approximately $850 million in cash on the balance sheet, which will be used to fully fund the company’s equity capital needs in building up to 43 gigawatt hours of production capacity by 2025. Reaching this production capacity would position the company as one of Europe’s largest battery cells suppliers, addressing an estimated global market demand of around five terrawatt hours per year by 2030.

 

We plan to order long lead items for the first two plants this year and grow module based as additional offtake is secured. Normally we would like to see offtake for approximately 50% of the production capacity for at least three years before making an investment decision for a new plant.

 

We expect to generate revenue from 2022, when the customer qualification plant is scheduled to start operations. After ramping up production, revenue is expected to reach several hundred million in 2023 and several billion in 2025. We plan to invest in growth beyond 2025 and expect revenue to increase by approximately 20% per annum in the subsequent three years.

 

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We expect to go EBITDA break-even during 2023 and deliver EBITDA-margins in the mid-20 percentage range by 2025. In subsequent years, the EBITDA margin is expected to increase, as scale in production is expected to offset ramp-up effects.

 

The company is licensing in a next-generation battery cell technology that is expected to materially reduce costs and provide a highly competitive market position for FREYR, underpinning the long-term sustainability of the profit margins. Combining this with access to low-cost renewable energy, the company’s ambition is to become not only the lowest cost producer, but also the lowest carbon footprint producer of high energy-density battery cells in the world.

 

For additional information, we encourage you to review our investor presentation that was released along with other transaction-related materials filed with the SEC.

 

With that, I’ll turn the word back to Tom for his closing remarks

 

Tom Einar Jensen – Chief Executive Officer and Co-Founder, FREYR

 

 

Thank you, Steffen.

 

In summary, FREYR believes the decarbonization of society is accelerating and existing battery supply has played a key role. Low-carbon batteries will further accelerate the required decarbonization and enable this industry to grow substantially for decades to come. FREYR is proud to be a foundational part of the strong and growing ecosystem of commercial and scientific stakeholders in Norway and we wish everyone in the battery industry all the best of luck in their endeavors. FREYR is open for business, ready to take additional orders and to collaborate deeply with our suppliers, partners and customers to speed up the required energy transition for a substantial near-term contribution to mitigating climate change.

 

We look forward to closing our transaction with Daniel and his team at Alussa Energy and emerging as a leading Nordic producer of clean and sustainable battery cells. Thank you for joining us and have a wonderful day.

 

 

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