Alussa Energy Acquisition Corp. (Form: 8-K, Received: 02/17/2021 08:15:53)

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 16, 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 AS, a company organized under the laws of Norway (“FREYR”) as set out in the business combination agreement dated January 29, 2021 (the “Business Combination Agreement”). 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.

Item 7.01

Regulation FD Disclosure.

On February 17, 2021, FREYR issued a press release announcing the receipt of NOK 39 million development grant from Innovation Norway. 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 8.01

Other Events.

Alussa Energy Acquisition Corp. (NYSE: ALUS) (“Alussa”) announces that FREYR AS (“FREYR”) shareholders voted to approve the Business Combination with Alussa and adopted other Business Combination-related resolutions.

On February 16, 2021 an extraordinary general meeting (the “EGM”) of FREYR was held. The following matters were resolved at the EGM:

●

Approval of the plan of merger between FREYR and Norway Sub 2 AS at which Norway Sub 1 AS is to issue the consideration shares to the shareholders of FREYR;

●

Amendment of the terms of the warrants of FREYR previously issued to Edge Global LLC and to company employees, to allow the treatment of such warrants as contemplated in the Business Combination and the Demerger (as defined below);

●

Amendment of the terms of the preferred shares of FREYR issued to Encompass Capital Master Fund LP and BEMAP Master Fund Ltd. On November 11, 2020 to, among other things, defer automatic conversion of such shares to September 30, 2021;

●

Authorization to issue 7,500,000 additional preferred shares of FREYR to Encompass Capital Master Fund LP, BEMAP Master Fund Ltd and Encompass Capital E L Master Fund L.P. (collectively, the “Subscribers”) for an aggregate subscription price of $7,500,000, with the issuance expected to occur within ten business days after a notice of funding is delivered to the subscribers, being not later than 20 business days after the date of the resolutions;

●

Cancellation of 92,500,000 warrants in FREYR held by Encompass Capital Master Fund LP and BEMAP Master Fund Ltd. and issued on November 11, 2020;

●

Issuance of new 92,500,000 warrants in FREYR to the Subscribers, with each warrant giving a right to subscribe to one share of FREYR, with the issuance of the warrants occurring simultaneously with the issuance of the FREYR preferred shares described above;

●

Issuance of 2,308,526 warrants of FREYR to Sumisho Metalex Corporation, with each warrant giving a right to subscribe to one share of FREYR, with the issuance occurring within 30 days after the date of the resolution; and

●

Approval of the demerger (the “Demerger”) of FREYR’s wind power business into Sjonfjellet Vindpark Holding AS and the corresponding amendment to the articles of association of FREYR.

Each of the foregoing resolutions was contemplated in the Business Combination Agreement and, other than issuance of warrants to Sumisho Metalex Corporation, is being implemented in order to effect the transactions contemplated thereby.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated February 17, 2021

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 17, 2021

Exhibit 99.1

News Release

17 February 2021

FREYR receives NOK 39 million development grant from Innovation Norway

Innovation Norway, the Norwegian Government’s key instrument for supporting innovation and development of Norwegian enterprises and industry has granted FREYR NOK 39 million in development support. The grant is provided in the “environmental technology” category and relates to Innovation Norway’s task of stimulating research and development projects, domestic value generation and creation of responsible businesses. The grant is expected to be paid during 2021 and follows an evaluation process which started in the fall of 2020.

FREYR is targeting development of up to 43 GWh of cost efficient and clean battery cell production capacity in Mo i Rana, Norway, by 2025. FREYR plans to utilize next generation battery technology and Norway’s inherent advantages, including access to renewable energy, low electricity prices, and closeness to rapidly growing markets in Europe and the US.

“Since the outset we have been engaged in the ambition of establishing production of battery cells at Mo i Rana. We are very pleased to be able to further support FREYR in the ongoing industrial development which is important to the Norwegian business community with great potential for job creation and exports. It will contribute greatly to establishing a complete eco-system and value chain for green industry development,” says Håkon Haugli, the CEO of Innovation Norway.

“FREYR’s ambition is to make battery cells with the world’s lowest carbon footprint. We want to position ourselves as a leading European suppliers of sustainable battery cells based on clean Norwegian energy, next generation technology, battery materials sourced from regional providers and a local ecosystem of sub-suppliers. The support from Innovation Norway is valuable to us, both financially and as a recognition of the ongoing work,” says Tom Einar Jensen, the CEO of FREYR.

“Norway is strongly positioned to develop industrial production to meet the growing demand for clean battery cells. Still, it requires strong cooperation between companies, investors, authorities and policy agencies. This is a good example of just that,” says Håkon Haugli.

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During the application processing, Innovation Norway has emphasized the potential for value creation in Norway enabled by the project, including establishing large scale production facilities and job creation. Further, it is important to Innovation Norway to support development of responsible businesses and the grant reflects a positive commitment tied to the environmental and social footprint as well as corporate governance and company management.

“Production of clean low-cost batteries represent one of the best opportunities for developing a sustainable and profitable Norwegian renewable industry in the coming decade,” says Tom Jensen.

On 29 January FREYR announced that it will become a publicly listed company through a business combination with Alussa Energy Acquisition Corp., raising approximately $850 million in equity proceeds to accelerate the development of 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.

“We have experienced wide support from politicians, business organizations and the Norwegian technology community locally and nationally since we started FREYR in 2018. FREYR has moved from the drawing-board to now becoming reality with the support of many stakeholders, with capital from financial and strategic investors as announced a few weeks ago, and last but not least through support from Innovation Norway which contributed at an early stage and now again in an important development phase,” says Torstein Dale Sjøtveit, Founder and Executive Chairman of FREYR.

FREYR has previously received NOK 9 million in grants from Innovation Norway, bringing total accumulated grants to NOK 48 million or approximately USD 6 million.

***

Contact FREYR

Hilde Rønningsen, Director of Communications,+47 453 97 184, hilde.ronningsen@freyrbattery.com

Contact Innovation Norway

Bernt Erik Ellingsen, Special adviser, +47 905 77 277, bernt.erik.ellingsen@innovasjonnorge.no

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.

About Innovation Norway

Innovation Norway is the Norwegian Government's and the County Municipalities’ most important instrument for innovation and development of Norwegian enterprises and industry. Innovation Norway contributes to sustainable growth and exports for Norwegian businesses through capital and competence.

For more information, visit: https://www.innovasjonnorge.no/

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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 (the “Transaction”) 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.

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.

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.

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.

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