UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 12, 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.

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.

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Item 7.01 Regulation FD Disclosure.

 

On February 12, 2021, FREYR issued a press release announcing the appointment of Gery Bonduelle as EVP Sales. A copy of the press release is attached hereto as Exhibit 99.1.

  

The press release is 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 it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit No. Description
99.1 Press Release, dated February 12, 2021

 

2

 

 

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: February 12, 2021    

 

 

3

 

Exhibit 99.1

 

 

News Release

 

12 February 2021

 

FREYR appoints energy storage professional to lead sales and commercialization of clean, next-generation battery cells

 

FREYR is pleased to announce the appointment of Gery Bonduelle as EVP Sales. Bonduelle is a professional within energy storage solutions technology and sales, and will lead FREYR’s commercialization of clean, next-generation battery cells targeting the rapidly growing global markets for electric vehicles, energy storage, and marine applications.

 

Bonduelle (born 1971) will join FREYR from 1 April coming from a VP Sales for EMEA and APAC position at Enersys, which identifies itself as a global leader in stored energy solutions for industrial applications, where he has worked for 25 years. Gery has extensive engineering, product development and operational experience, which he combines with a commercial mindset to develop successful customer relations. He is a French citizen and has lived and worked in France, Mexico, US and Switzerland.

 

“Gery has extensive track-record from establishing strong, lasting customer relations and commercializing energy storage solutions at scale. He is a great addition to an already strong leadership team and will provide us with a unique combination of technology insight and strategic and hands-on sales capabilities as we see accelerating interest from a wide range of potential customers lining up to discuss future capacity following the recent announcement of our business combination with Alussa Energy and capital raise”, says Tom Einar Jensen, FREYR’s CEO.

 

"I am very proud to join an experienced management team with deep end-to-end battery expertise, execution track-record from large scale industry and renewable energy projects as well as experience from disruptive technology and battery and electrical automotive industries. Our aim is to provide battery customers with cost-competitive batteries with the lowest carbon footprints. I look forward to supporting FREYR’s customers in reaching our common goal of decarbonizing transportation and energy systems,” says Gery Bonduelle, FREYR’s new EVP Sales.

 

On 29 January FREYR announced that it will become a publicly listed company through a business combination with Alussa Energy Acquisition Corp., raising $850 million in equity proceeds to accelerate the development clean battery cell manufacturing capacity in Norway. Subject to closing conditions being met, the combined company will be named “FREYR Battery” and its 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.

 

1 | News Release | FREYR AS | www.freyrbattery.com/news

 

 

 

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.

 

FREYR’s leadership team consists of the following after the new appointment:

 

Tom Einar Jensen, Chief Executive Officer

Jan Arve Haugan, Chief Operating Officer and Deputy CEO

Ryuta Kawaguchi, Chief Technical Officer

Einar Kilde, EVP Projects

Tove Nilsen Ljungquist, EVP Operations

Hege Marie Norheim, EVP Human Resources, Sustainability and Communication

Gery Bonduelle, EVP Sales

Steffen Føreid, Chief Financial Officer

Are Brautaset, Chief Legal Officer

 

***

 

Contact details  
   
Hilde Rønningsen, Director of Communications hilde.ronningsen@freyrbattery.com

 

About FREYR AS

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.

 

2 | News Release | FREYR AS | www.freyrbattery.com/news

 

 

 

Forward-looking statements

The information in this press release includes forward-looking statements and information based on management’s expectations as of the date of this press release. All statements other than statements of historical facts, including statements regarding FREYR’s business strategy, anticipated business combination with Alussa Energy and the terms of such combination, anticipated benefits of FREYR’s technologies and projected production capacity are forward-looking statements. The words “may,” will,” “expect,” “plan,” “target,” or similar terminology are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. FREYR may not actually achieve the plans or expectations disclosed in these forward-looking statements, and you should not place undue reliance on these forward-looking statements. Factors that may cause actual results to differ materially from current expectations, include FREYR’s ability to execute on its business strategy and develop and increase production capacity in a cost-effective manner; changes adversely affecting the battery industry; the further development and success of competing technologies; the failure of 24M technology or FREYR’s batteries to perform as expected; and our ability to complete the business combination with Alussa Energy on the terms that we currently expect or at all.

 

 

 

3 | News Release | FREYR AS | www.freyrbattery.com/news