SUMMARY OF RISK FACTORS

The consummation of the Business Combination and the business and financial condition of Pubco subsequent to the Closings are subject to numerous risks and uncertainties, including those highlighted in the section title “Risk Factors.” The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect Alussa’s ability to effect the Business Combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of Alussa prior to the Business Combination and that of Pubco subsequent to the Business Combination. Such risks include, but are not limited to:

•        Alussa did not obtain an opinion from an independent investment banking or accounting firm, and consequently, you have no assurance from an independent source that the price Alussa is paying for the business is fair to Alussa from a financial point of view.

•        Subsequent to the completion of the Business Combination, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price post-Business Combination, which could cause you to lose some or all of your investment.

•        Alussa’s current directors and executive officers beneficially own ordinary shares and warrants of Alussa that will be worthless, and have incurred reimbursable expenses that may not be reimbursed or repaid, if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination with FREYR.

•        Alussa has a limited ability to assess the management of FREYR’s business and, as a result, cannot assure that FREYR’s management has all the skills, experience, qualifications or abilities to manage a public company in the United States.

•        Sales of a substantial number of Pubco securities in the public market following the Business Combination could adversely affect the market price of its ordinary shares.

•        FREYR’s success will depend on FREYR’s ability to manufacture battery cells, and to do so economically, at scale, of sufficient quality, on schedule and to customers’ specifications.

•        FREYR’s licensing strategy is subject to various risks which could adversely affect FREYR’s business and future prospects. There are no assurances that 24M or other future counterparties will not provide similar licenses to other manufacturers which will increase the competition faced by FREYR.

•        FREYR may license technology that has not been commercialized or commercialized only to a limited extent, and the success of FREYR’s business depends on technology licensed performing as expected.

•        FREYR’s execution of its joint venture strategy is in very early stage and is also subject to various risks which could adversely affect FREYR’s business and future prospects.

•        FREYR may not be able to engage target customers successfully and to convert such contacts into meaningful orders in the future.

•        FREYR may not be able to establish supply relationships for necessary components and materials which could prevent or delay the introduction of FREYR’s batteries and negatively impact its business.

•        Substantial increases in the prices for FREYR’s raw materials and components, some of which are obtained in volatile markets where demand may exceed supply, could materially and adversely affect FREYR’s business and negatively impact FREYR’s prospects.

•        FREYR’s future success depends in part on the ability to develop and increase its production capacity and to be able to do so on time, with expected capital expenditures, and in a cost-effective manner.

•        FREYR is sensitive to increases in the cost of supply of electricity, which is obtained in a highly regulated marketplace, susceptible to changes in the regulatory regime.

•        FREYR will rely on complex machinery for its operations and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.

•        If FREYR’s battery cells fail to perform as expected, FREYR’s ability to develop, market, and sell its battery cells could be harmed.

•        Doing business internationally creates operational, financial and tax risks for FREYR’s business.

•        If FREYR is unable to retain key employees and qualified personnel, and hire technical, engineering, sales, marketing, manufacturing plant operations and support personnel, its ability to compete and successfully grow the business could be harmed.

•        FREYR’s limited operating history makes evaluating FREYR’s business and future prospects difficult and may increase the risk of your investment.

•        FREYR’s management has limited experience in operating a public company and the requirements of being a public company may strain FREYR’s resources, divert management’s attention and affect the ability to attract and retain qualified board members and officers.

•        FREYR is unable to assert, enforce and otherwise protect the intellectual property rights licensed by 24M and rights to indemnification under the license and services agreement with 24M may be insufficient or unavailable, which could lead to increased costs and negatively affect the business.

•        FREYR’s future growth and success are dependent upon increasing electrification of current energy sources driven by consumers’ willingness to adopt electrified forms of transportation, the prices of such transportation, and continued government and social support of increased development of renewable sources of energy.

•        The battery industry and its technology are rapidly evolving and may be subject to unforeseen changes, such as technological developments in existing technologies or new developments in competitive technologies that could adversely affect the demand for FREYR’s battery cells.

•        FREYR’s business model of manufacturing battery cells is capital-intensive, and FREYR may not be able to raise additional capital on attractive terms, if at all, which could be dilutive to shareholders. If FREYR cannot raise additional capital when needed, its operations and prospects could be materially and adversely affected.

•        FREYR may become subject to product liability claims, which could harm its financial condition and liquidity if it is not able to successfully defend or insure against such claims.

•        FREYR is subject to substantial regulation and unfavorable changes to, or failure by FREYR to comply with, these regulations could substantially harm its business and operating results.

•        Concentration of ownership among FREYR’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, Alussa’s board of directors will not have the ability to adjourn the Alussa Special Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

Alussa’s board of directors may seek approval to adjourn the Alussa Special Meeting to a later date or dates if, at the meeting, based upon the tabulated votes, there are not sufficient votes to approve one or more proposals presented to shareholders for a vote or if holders of the Public Shares have elected to redeem an amount of Public Shares such that the Minimum Cash Condition would not be satisfied. If the Adjournment Proposal is not approved, Alussa’s board will not have the ability to adjourn the meeting to a later date and, therefore, will not have more time to solicit votes to approve the consummation of the Business Combination. In such event, the Business Combination would not be completed.

Alussa’s current directors and executive officers beneficially own ordinary shares and warrants of Alussa that will be worthless, and have incurred reimbursable expenses that may not be reimbursed or repaid, if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination with FREYR.

Alussa’s officers and directors and/or their affiliates beneficially own or have a pecuniary interest in Founder Shares and Private Placement Warrants that they acquired prior to, or simultaneously with, the IPO. Alussa’s executive officers and directors and their affiliates have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Business Combination with FREYR or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Such securities had an aggregate market value of approximately $33 million based upon the closing prices of Alussa’s Ordinary Shares and warrants on NYSE on January 25, 2021. Furthermore, Alussa’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Alussa’s behalf, such as identifying and investigating possible business targets and business combinations. These expenses will be repaid upon completion of the Business Combination with FREYR. However, if Alussa fails to consummate the Business Combination, they will not have any claim against the Trust Account for repayment or reimbursement. Accordingly, Alussa may not be able to repay or reimburse these amounts if the Business Combination is not completed. See the section titled “The Business Combination Proposal — Interests of Alussa’s Directors and Officers in the Business Combination.”

These financial interests may have influenced the decision of Alussa’s directors to approve the Business Combination with FREYR and to continue to pursue such Business Combination. In considering the recommendations of Alussa’s board of directors to vote for the Business Combination Proposal and other proposals, its shareholders should consider these interests.

The exercise of Alussa’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Alussa’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require Alussa to agree to amend the Business Combination Agreement, to consent to certain actions taken by FREYR or to waive rights that Alussa is entitled to under the Business Combination Agreement. Such events have arisen and could continue to arise because of changes in the course of FREYR’s business, a request by FREYR to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on FREYR’s business and would entitle Alussa to terminate the Business Combination Agreement. In any of such circumstances, it would be at Alussa’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is best for Alussa and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Alussa does not believe there will be any changes or waivers that Alussa’s directors and officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, Alussa will circulate a new or amended proxy statement/prospectus and resolicit Alussa’s shareholders if changes to the terms of the transaction that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

The Sponsor and our executive officers and directors have potential conflicts of interest in recommending that shareholders vote in favor of approval of the Business Combination Proposal and other matters to be considered at the Alussa Special Meeting described in this registration statement on Form S-4 and the proxy statement/prospectus included herein.

When you consider the recommendation of our board of directors in favor of approval of the Business Combination Proposal and other matters to be considered at the Alussa Special Meeting, you should keep in mind that the Alussa Initial Shareholders, including Alussa’s directors and executive officers and Encompass, have interests in such proposal that are different from, or in addition to, your interests as a holder of Public Shares or Alussa Public Warrants. These interests include, among other things:

•        If the Business Combination with FREYR or another business combination is not consummated by November 29, 2021 (or such later date as may be agreed by the Alussa shareholders), Alussa will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. The Alussa Initial Shareholders currently hold 7,187,500 Founder Shares. In the event of dissolution or liquidation, all 7,187,500 Founder Shares which were acquired for an aggregate purchase price of $25,000 prior to the IPO, would be worthless because the Alussa Initial Shareholders are not entitled to participate in any redemption or liquidation of the Trust Account with respect to Founder Shares. The aggregate market value of Alussa Ordinary Shares held by the Alussa Initial Shareholders was $71,946,875.00 based upon the closing price of $10.01 per share on the NYSE on the Record Date.

•        The Alussa Initial Shareholders purchased an aggregate of 8,750,000 private warrants from Alussa for an aggregate purchase price of $8,750,000 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the IPO. Such warrants had an estimated aggregate market value of $28,175,000.00 based upon the estimated valuation price of $3.22 per warrant on March 31, 2021. These Alussa Warrants will become worthless if Alussa does not consummate a business combination by November 29, 2021 (or such later date as may be agreed by the Alussa shareholders) (as will the Alussa Warrants held by Public Shareholders).

•        The total market value of the current ownership of Alussa’s officers and directors in Alussa Ordinary Shares and warrants, based on the closing price of $10.01 per ordinary share and an estimated valuation of $3.22 per warrant as of March 31, 2021 is approximately $104,951,875.00.

•        The PIPE investors have subscribed for $600 million of the PIPE Investment at the PIPE price of $10.00 per share, for which they will receive up to 60,000,000 Pubco Ordinary Shares. The 60,000,000 Pubco Ordinary Shares which the PIPE investors have subscribed for in the PIPE Investment, if unrestricted and freely tradeable, would have an aggregate market value of $600,600,000.00 based upon the closing price of $10.01 per share on the Record Date, the most recent practicable date prior to the date of this proxy statement/prospectus.

•        Certain funds and/or separate accounts managed by Encompass are the holders of 15,000,000 FREYR Preferred Shares and 92,500,000 FREYR Preferred Share Linked Warrants. After the completion of the Norway Demerger and the Norway Merger, Pubco shall purchase all preferred shares of Norway Merger Sub 1 (which will be issued in exchange for the FREYR Preferred Shares as a part of the Norway Merger) from the Company Preferred Share Transferors in exchange for a number of newly issued shares of Pubco equal to (A) $14,895,000, divided by (B) the PIPE Price. In addition, the Company Preferred Share Transferors stated that they have entered into an agreement with other FREYR shareholders whereby the Company Preferred Share Transferors will exchange their shares in SVPH for shares in Norway Merger Sub 1, to be completed prior to the Cross-Border Merger.

•        The Business Combination Agreement provides that two current directors of Alussa will be directors of Pubco after the closing of the Business Combination. As such, in the future each will receive cash fees, share options or share awards that the Pubco board of directors determines to pay to its non-executive directors.

•        If Alussa is unable to complete a business combination within the required time period, Alussa’s Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Alussa for services rendered or contracted for or products sold to Alussa, but only if such a vendor or target business has not executed a waiver of access to such funds.

•        The Alussa Initial Shareholders, including Alussa’s officers and directors, and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on behalf of Alussa, such as identifying and investigating possible business targets and business combinations. However, if Alussa fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Alussa may not be able to reimburse these expenses if the Business Combination with FREYR or another business combination is not completed by November 29, 2021 (or such later date as may be agreed by the Alussa shareholders). As of the date of this proxy statement/prospectus, there are no unpaid reimbursable expenses.

•        The Sponsor may make working capital loans to Alussa (including pursuant to the Loan Note), up to $1,500,000 of which loans may be converted into warrants, at the price of $1.00 per warrant at the option of the Sponsor. Alussa may use a portion of working capital held outside the Trust Account to repay such loaned amounts to the Sponsor or its affiliates in relation to the Business Combination. On April 6, 2021, Alussa borrowed $1,500,000 under the Loan Note, and on April 30, 2021 the Sponsor exercised its option to convert this loan to 1,500,000 warrants.

These interests may influence our directors in making their recommendation to vote in favor of the Business Combination Proposal and the other proposals described in this registration statement on Form S-4 and the proxy statement/prospectus included herein. You should also read the section titled “Summary of the Proxy Statement/Prospectus — Interests of Alussa Directors and Officers in the Business Combination.”

Alussa’s and FREYR’s ability to consummate the proposed transactions, and the operations of Pubco following the proposed transactions, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern.” On January 31, 2020, the U.S. Department of Health and Human Services declared a public health emergency, and on March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as a “pandemic.”

The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has and could continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the proposed transactions, and the business of the FREYR or Pubco following the proposed transactions could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time, and Alussa’s and FREYR’s ability to consummate the proposed transactions and Pubco’s financial condition and results of operations following the proposed transactions may be materially adversely affected. Each of Alussa, FREYR and Pubco may also incur additional costs due to delays caused by COVID-19, which could adversely affect Pubco’s financial condition and results of operations.

Alussa’s Public Warrants and Private Placement Warrants are accounted for as liabilities and the changes in value of its warrants could have a material effect on its financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement governing Alussa’s Warrants. As a result of the SEC Statement, Alussa reevaluated the accounting treatment of its 14,375,000 Public Warrants and 8,750,000 Private Placement Warrants and restated its previously issued financial statements to classify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on Alussa’s balance sheet as of December 31, 2020 contained elsewhere in this proxy statement/prospectus are derivative liabilities related to embedded features contained within its Warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statements of operations. As a result of the recurring fair value measurement, Alussa’s financial statements and results of operations may fluctuate quarterly based on factors which are outside of its control. Due to the recurring fair value measurement, Alussa expects that it will recognize non-cash gains or losses on its Warrants each reporting period and that the amount of such gains or losses could be material.

Alussa has identified a material weakness in its internal control over financial reporting as of December 31, 2020. If it is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in Alussa and materially and adversely affect its business and operating results.

Following the issuance of the SEC Statement, on May 5, 2021, Alussa concluded that its previously issued audited financial statements for the year ended December 31, 2020 and the period from June 13, 2019 (inception) through December 31, 2019, and each of its unaudited condensed financial statements for the quarterly and year-to-date periods during such years, and related disclosures, should be restated (the “Restatement”). As part of such process, Alussa identified a material weakness in its internal controls over financial reporting.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Alussa’s financial statements would not be prevented or detected on a timely basis. These deficiencies could result in additional material misstatements to Alussa’s financial statements that could not be prevented or detected on a timely basis.

Effective internal controls are necessary for Alussa to provide reliable financial reports and prevent fraud. Alussa continues to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If Alussa discovers additional weaknesses in its internal controls in the future, any such newly identified material weakness could limit Alussa’s ability to prevent or detect a misstatement of its accounts or disclosures that could result in a material misstatement of its financial statements. In such case, Alussa may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in Alussa’s financial reporting and its stock price may decline as a result. Alussa cannot assure you that the measures it has taken to date, or any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.

Alussa may face litigation and other risks as a result of the material weakness in its internal control over financial reporting.

Following the issuance of the SEC Statement, Alussa’s management and its audit committee concluded that it was appropriate to restate its previously issued audited financial statements as of December 31, 2020 and 2019 and for the year ended December 31, 2020 and the period from June 13, 2019 (inception) through December 31, 2019. As part of the Restatement, Alussa identified a material weakness in its internal controls over financial reporting.

As a result of such material weakness, the Restatement related to the accounting for the Warrants, and other matters raised or that may in the future be raised by the SEC, Alussa face potential litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the Restatement and material weakness in Alussa’s internal control over financial reporting. As of the date of this proxy statement/prospectus, Alussa has no knowledge of any such litigation or dispute. However, Alussa can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on Alussa’s business, results of operations and financial condition or its ability to complete a Business Combination.

Risks Relating to Redemptions

The ability of Alussa’s public shareholders to redeem their shares for cash may make Alussa’s financial condition unattractive to FREYR, which may affect FREYR’s ability to close the Business Combination.

Pursuant to the Business Combination Agreement, Alussa would need to have net tangible assets of at least $5,000,001 in the Trust Account after giving effect to the Redemptions as a closing condition to the Business Combination. Further, FREYR and the Major Shareholders are not obligated to consummate the transaction if Pubco and Alussa will have less than $400,000,000 of cash and cash equivalents as of the Closing after giving effect to the Redemptions, the proceeds of any private placement and the proceeds from the Funding Commitment Letter. Alussa will need to reserve a portion of the cash in the Trust Account to meet such requirements, or, if such amounts are not available after taking into account all Redemptions, arrange for third party debt or equity financing if significant Redemptions be exercised and the PIPE Investment is not fully funded. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. If too many Public Shareholders exercise their redemption rights and the PIPE Investment is not fully funded, Alussa and Pubco would not be able to meet such closing condition and, as a result, would not be able to proceed with the Business Combination unless this condition is waived. If such closing condition is waived by FREYR and the Major Shareholders, Pubco and FREYR would not have as much working capital as anticipated following the Business Combination, which could have a material adverse effect on FREYR’s financial condition, business, prospects and results of operation.

The ability of Alussa’s public shareholders to exercise redemption rights with respect to a large number of Alussa’s shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

The Business Combination Agreement requires Alussa to have net tangible assets of at least $5,000,001 upon the Closing after taking into account any Redemptions. Further, FREYR and the Major Shareholders are not obligated to consummate the transaction if Pubco and Alussa will have less than $400,000,000 of cash and cash equivalents as of the Closing after giving effect to the Redemptions, the proceeds of any private placement and the proceeds from the Funding Commitment Letter. Therefore, the probability that the Business Combination will be unsuccessful increases with the amount of shareholder Redemptions. If the Business Combination is unsuccessful and Alussa is not able to consummate another business combination before November 29, 2021, Public Shareholders will not receive their pro rata portion of the Trust Account until Alussa liquidates the Trust Account. If Public Shareholders are in need of immediate liquidity, they could attempt to sell their shares in the open market; however, at such time Alussa’s shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, Public Shareholders may suffer a material loss on their investment or lose the benefit of funds expected in connection with Redemptions until Alussa liquidates or they are able to sell their shares in the open market.

If Alussa public shareholders fail to properly demand redemption rights, they will not be entitled to exchange their shares for cash.

Pursuant to the Alussa Articles, a Public Shareholder may demand that its shares are redeemed for cash if the Business Combination is consummated. Holders of Public Shares will be entitled to receive cash for their shares only if they affirmatively demand that their shares are redeemed no later than 5:00 p.m. Eastern Time on __________, 2021 (two (2) business days prior to the vote at the Alussa Special Meeting) by (A) submitting a request in writing to Mark Zimkind of Continental Stock Transfer & Trust Company and (B) delivering their shares to the Transfer Agent physically or electronically using The Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System. See the section titled “Extraordinary General Meeting of Alussa Shareholders — Redemption Rights” for the procedures to be followed if you wish to convert your shares to cash.

The shares of Alussa public shareholders who have properly demanded redemption rights will only be redeemed if the Business Combination is consummated.

If a holder of Public Shares properly makes a demand for Redemption as described in the section titled “Extraordinary General Meeting of Alussa Shareholders — Redemption Rights”, then, if the Business Combination is consummated, such holder’s shares will be redeemed for an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account calculated in accordance with the Alussa Articles. As of the Record Date, this would amount to approximately $10.08 per share. If a holder of Public Shares exercises its redemption rights, then it will be exchanging its shares for cash and will no longer own the shares.

If the Business Combination is not approved or completed for any reason, then Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares for an amount equal to the applicable pro rata share of the Trust Account. In such case, provided the Cayman Merger has not been completed, the Transfer Agent will promptly return any Public Shares delivered by Public Shareholders and such holders may only share in the assets of the Trust Account upon the liquidation of Alussa. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their redemption rights in connection therewith due to potential claims of creditors.

Risks Relating to Share Ownership

The grant and future exercise of registration rights may adversely affect the market price of Class A ordinary shares and Pubco Ordinary Shares upon consummation of the Business Combination.

Pursuant to the Registration Rights Agreement, described elsewhere in this proxy statement/prospectus, Alussa’s Sponsor and certain FREYR shareholders listed thereunder 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.

The registration of these securities will permit the public resale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Pubco Ordinary Shares post-Business Combination.

Sales of a substantial number of Pubco securities in the public market following the Business Combination could adversely affect the market price of its ordinary shares.

7,187,500 Founder Shares and 10,250,000 warrants that Alussa’s Initial Shareholders currently hold will be exchangeable for ordinary shares and warrants of Pubco and continue to be held by Alussa’s Initial Shareholders following the Business Combination except for the 500,000 warrants to be transferred by the Sponsor to certain of FREYR’s management and representatives. Such Pubco Ordinary Shares exchanged for the Founder Shares will be subject to a one year lock up restriction following the Second Closing Date, subject to the possible early release of such shares in the event (i) the closing price of the Pubco Ordinary Shares exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalization and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Second Closing Date or (ii) Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Pubco shareholders having the right to exchange their ordinary shares for cash, securities or other property. Furthermore, such warrants held by Alussa’s Initial Shareholders and shares issuable upon conversion of such warrants will be subject to a 30 day lock up restriction following the Second Closing. After the lock-up period expires, these securities will become eligible for future sale in the public market. Additionally, certain Pubco Ordinary Shares issued in connection with the PIPE Investment will not be subject to lock up restrictions. Sales of a significant number of these securities in the public market, or the perception that such sales could occur, could reduce the market price of Pubco Ordinary Shares.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or public warrants, potentially at a loss.

Public Shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) Alussa’s completion of the Business Combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend Alussa’s Articles to modify the substance or timing of Alussa’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of the Public Shares if Alussa does not complete its initial business combination by November 29, 2021 and (iii) the redemption of Alussa’s Public Shares if Alussa is unable to complete its business combination by November 29, 2021, subject to applicable law and as further described herein. In addition, if Alussa plans to redeem its Public Shares if Alussa is unable to complete a business combination by November 29, 2021, for any reason, compliance with Cayman Islands law may require that Alussa submits a plan of dissolution to Alussa’s then-existing shareholders

for approval prior to the distribution of the proceeds held in the Trust Account. In that case, Public Shareholders may be forced to wait beyond November 29, 2021, before they receive funds from the Trust Account. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or public warrants, potentially at a loss.

NYSE may not list Pubco’s securities on its exchange, which could limit investors’ ability to make transactions in Pubco’s securities and subject Pubco to additional trading restrictions.

Pubco intends to apply to have its securities listed on NYSE upon consummation of the Business Combination, and such listing is a closing condition to the Business Combination. Pubco will be required to meet the initial listing requirements to be listed. Pubco may not be able to meet those initial listing requirements. Even if Pubco’s securities are so listed, Pubco may be unable to maintain the listing of its securities in the future.

If Pubco fails to meet the initial listing requirements and NYSE does not list its securities on its exchange, or if Pubco is unable to maintain the listing of its securities on NYSE, Pubco could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        a less liquid market for its securities;

•        a limited amount of news and analyst coverage for the company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Additionally, if Pubco is unable to list its securities on NYSE, Alussa would not be able to proceed with the Business Combination unless this condition is waived.

Actions taken to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on the Alussa Ordinary Shares.

At any time prior to the Alussa Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Alussa or its securities, Alussa’s Initial Shareholders, officers, directors, FREYR or FREYR’s shareholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal or the Merger Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire Alussa Ordinary Shares or vote their shares in favor of the Business Combination Proposal and the Merger Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Business Combination where it appears that such requirements would otherwise not be met. Entering into such arrangements may have a depressive effect on the Alussa Ordinary Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he, she or it owns, either prior to or immediately after the Alussa Special Meeting.

Pubco may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

If Pubco is a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of this registration statement captioned “United States Federal Income Tax Considerations”) of Pubco securities, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Although Alussa has generally met both PFIC tests in previous taxable years, it is unclear whether, following the Business Combination, Pubco may still meet one of the tests. Although Pubco may be classified as a PFIC for its current taxable year, Pubco’s actual PFIC status for its current taxable year or any future taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurances with respect to Pubco’s status as a PFIC for its current taxable year or any subsequent taxable year. U.S. Holders are urged to consult their own tax advisors regarding the possible application of the PFIC rules to holders of Pubco securities. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see “United States Federal Income Tax Considerations — Passive Foreign Investment Company Considerations.”

Because Alussa is incorporated under the laws of the Cayman Islands, holders of Alussa’s securities may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. Federal courts may be limited.

Alussa is an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for holders of Alussa’s securities to effect service of process within the United States upon Alussa’s directors or officers, or enforce judgments obtained in the United States courts against Alussa’s directors or officers.

Alussa’s corporate affairs are governed by the Alussa Articles, the Cayman Companies Act and the common law of the Cayman Islands. The rights of Public Shareholders to take action against Alussa’s directors, actions by minority shareholders and the fiduciary responsibilities of Alussa’s directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Public Shareholders and the fiduciary responsibilities of Alussa’s directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States and certain states such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against Alussa judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Alussa predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Risks Relating to Third Party Claims

If Alussa is unable to complete the Business Combination with FREYR or another business combination by November 29, 2021, Alussa will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Alussa and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by shareholders could be less than $10.00 per share.

Under the terms of the Alussa Articles, Alussa must complete the Business Combination with FREYR or another business combination by November 29, 2021, or Alussa must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Alussa. Although Alussa has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Public Shareholders. If Alussa is unable to complete a business combination within the required time period, the Sponsor has agreed it will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed

money by Alussa for services rendered or contracted for or products sold to Alussa, but only if such a vendor or prospective target business does not execute such a waiver. However, the Sponsor may not be able to meet such obligation. Therefore, the per-share distribution from the Trust Account in such a situation may be less than $10.00 due to such claims.

Additionally, if Alussa is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Alussa otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the Trust Account, Alussa may not be able to return to Public Shareholders at least $10.00 per share.

Alussa’s shareholders may be held liable for claims by third parties against Alussa to the extent of distributions received by them.

If Alussa is unable to complete the Business Combination with FREYR or another business combination within the required time period, Alussa will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, which Redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such Redemption, subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Alussa cannot assure you that it will properly assess all claims that may be potentially brought against Alussa. As such, Alussa’s shareholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its shareholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Alussa cannot assure you that third parties will not seek to recover from its shareholders amounts owed to them by Alussa.

If Alussa is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Alussa’s shareholders. Furthermore, because Alussa intends to distribute the proceeds held in the Trust Account to Public Shareholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to Public Shareholders over any potential creditors with respect to access to or distributions from its assets. In addition, Alussa’s board of directors may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposed itself and the company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. Alussa cannot assure you that claims will not be brought against it for these reasons. Alussa and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of its share premium account while it was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable to a fine of up to $18,292 and to imprisonment for five years in the Cayman Islands.

Risks Relating to Pubco’s Business and Operations Following the Business Combination

The value of your investment in Pubco following the consummation of the Business Combination will be subject to significant risks affecting Pubco and FREYR and inherent in the industry in which FREYR operates. You should carefully consider the risks and uncertainties described below and other information included in this proxy statement/prospectus. If any of the events described below occur, the post-Business Combination business and financial results could be adversely affected in a material way. This could cause the trading price of Pubco Ordinary Shares to decline, perhaps significantly, and you therefore may lose all or part of your investment.

Risks Relating to Development and Commercialization of FREYR’s Battery Cells

FREYR’s success will depend on FREYR’s ability to manufacture battery cells, and to do so economically, at scale, of sufficient quality, on schedule and to customers’ specifications.

FREYR’s future business depends in large part on FREYR’s ability to execute the plans to develop, manufacture, market and sell its battery cells and to deploy the battery cells at sufficient capacity and to pre-agreed specifications to meet the demands of customers. FREYR has no prior experience to date in manufacturing of its battery cells. FREYR cannot be certain that the technologies it intends to use will result in efficient, automated, low-cost manufacturing

capabilities and processes, that will enable FREYR to meet the quality, price, engineering, design and production standards, as well as the production volumes, required to successfully mass market FREYR’s battery cells. Even if FREYR is successful in developing its manufacturing capability and processes and reliably source its component supply, FREYR cannot be certain whether FREYR will be able to do so in a manner that avoids significant delays and cost overruns, including as a result of factors beyond FREYR’s control such as problems with suppliers and vendors, or in time to meet its commercialization schedules or to satisfy the requirements of customers. Any failure to develop such manufacturing processes and capabilities within FREYR’s projected costs and timelines could have a material adverse effect on FREYR’s business, prospects, operating results and financial condition.

FREYR’s licensing strategy is subject to various risks which could adversely affect FREYR’s business and future prospects. There are no assurances that 24M or other future counterparties will not provide similar licenses to other manufacturers which will increase the competition faced by FREYR.

As part of its strategy to license in process technology, FREYR has entered into a licensing and services agreement with 24M (the “24M License”) to use 24M’s process technology and accelerate FREYR’s time to market. FREYR’s business, competitive advantage and financial results rely heavily on the technology licensed from 24M and the relationship with 24M. However, 24M may have economic, business or legal interests or goals that are inconsistent with those of FREYR. Any disagreements with 24M or other future counterparties may impede FREYR’s ability to maximize the benefits of its licensing strategy and slow or otherwise adversely impact the development or deployment of FREYR’s battery plants. Among other things, 24M has the right to terminate the 24M License in various circumstances, including based on FREYR’s failure to achieve a defined production-rate milestone within a required timeframe, and for cause based on FREYR’s material breach, subject to cure rights and other procedural protections for dispute resolution where allegations of breach are disputed. In addition, if 24M is unable or unwilling to meet its economic or other obligations under the 24M License, FREYR may be required to either fulfill those obligations alone or be unable to replicate the services to be provided by 24M. FREYR is not currently engaged in discussions with other licensors for alternative technology and, as a result, any disagreement with 24M or termination of the license agreement could result in a material adverse effect on FREYR’s business, prospects and financial results.

Pursuant to the 24M License, FREYR’s license from 24M excludes rights to (a) manufacture battery cells within each of Japan and the members of the Association of Southeast Asian Nations (“ASEAN”) until December 31, 2022 and (b) sell and offer to sell battery cells within each of Japan and the ASEAN until a future date currently estimated for each to be December 31, 2022. Furthermore, the 24M License only provides for limited exclusivity. With the exception of direct grants to any company that produces more than 500,000 cars and/or more than 10,000 trucks or buses annually, 24M will refrain from granting any license to manufacture battery cells within (i) Denmark, Norway, Sweden, Finland, Greenland, and Iceland (collectively, the “Scandinavian Region”) through December 31, 2023 and (ii) the European Economic Area (“EEA”), excluding the Scandinavian Region and the grant of no more than two licenses, inclusive of that granted to FREYR in the 24M License through December 31, 2023, in either case wherein the battery cell is produced for use, used or sold for grid connected electricity storage system applications that have more than 200 kWh of lithium-ion battery storage capacity, excluding any applications related to automotive charging or discharging. The exclusivity protection period can be extended for the Scandinavian Region beyond December 31, 2023 if FREYR pays an exclusivity fee. 24M may provide similar licenses to FREYR’s competitors in market segments or in geographic areas not covered by these terms. The use by FREYR’s competitors or potential competitors of 24M technology as a result of the limitations of the 24M license could result in a material adverse effect on FREYR’s business, prospects and financial results.

FREYR may license technology that has not been commercialized or commercialized only to a limited extent, and the success of FREYR’s business depends on technology licensed performing as expected.

The technology licensed from 24M has been commercialized only to a limited extent and may not perform as expected. FREYR’s business plans are dependent on the technology from 24M performing as expected. If the cost, performance characteristics, simplified manufacturing process or other specifications of the technology licensed from 24M or another counterparty fall short of FREYR’s targets, FREYR’s projected sales, costs, time to market, competitive advantage, product pricing and margins would likely be adversely affected. In addition, FREYR may license technology from other third parties, which may not have been commercialized broadly or at all. If the technology that FREYR licenses does not perform as expected, FREYR’s competitive advantage, prospects, business and financial results may be adversely affected.

FREYR’s execution of its joint venture strategy is in a very early stage and is also subject to various risks which could adversely affect FREYR’s business and future prospects.

FREYR plans to enter into joint venture arrangements with established battery cell manufacturers or original equipment manufacturers (“OEMs”) pursuant to which it will develop production facilities customized to the partner’s design and process technology. However, FREYR currently has no joint venture agreements in place and there is no assurance that FREYR will be able to consummate joint venture agreements as contemplated to commercialize the battery cells. For example, FREYR’s joint venture plans with various OEMs will require that FREYR enter into certain additional arrangements regarding the purchase of battery cells by the OEM joint venture partners. There can be no assurance that the parties will be able to agree to pricing or other terms that are financially beneficial or otherwise not unfavorable for FREYR. Joint venture arrangements may require FREYR, among other things, to pay certain costs, make certain capital investments or to seek the joint venture partner’s consent to take certain actions. In addition, if a joint venture partner is unable or unwilling to meet its economic or other obligations under the joint venture arrangements, FREYR may be required to either fulfill those obligations alone to ensure the ongoing success of the joint venture or to dissolve and liquidate the joint venture. These factors could result in a material adverse effect on FREYR’s business, prospects and financial results.

FREYR may not be able to engage target customers successfully and to convert such contacts into meaningful orders in the future.

FREYR’s success depends on its ability to generate revenue and operate profitably, which depends in part on its ability to identify target customers and convert such contacts into meaningful orders or expand on current customer relationships. FREYR does not currently have any revenue or off-take agreements with customers in place. Initially, FREYR plans to enter into off-take agreements with customers, such as power companies and EV OEMs. FREYR has not yet executed these definitive agreements. If FREYR is unable to negotiate, finalize and maintain such agreements, or is only able to do so on terms that are unfavorable to FREYR, FREYR will not be able to generate any revenue, which would have a material adverse effect on its business, prospects, operating results and financial condition.

FREYR anticipates that in some cases its battery cells will be delivered to certain customers on an early trial deployment basis, where such customers have the ability to evaluate whether FREYR’s products meet their performance requirements before such customers commit to meaningful orders. If FREYR’s targeted customers do not commit to make meaningful orders, or at all, it could adversely affect FREYR’s business, prospects and results of operations. FREYR’s customers may require protections in the form of price reductions and similar arrangements that allow them to require FREYR to deliver additional battery cells or reimburse them for losses they suffer as a result of FREYR’s late delivery or failure to meet agreed upon performance specification. Delays in delivery of FREYR’s battery cells, unexpected performance problems or other events could cause FREYR to fail to meet these contractual commitments, resulting in delays in obtaining necessary materials used in FREYR’s production process, defects in material or workmanship or unexpected problems in FREYR’s manufacturing process, which could lead to unanticipated revenue and earnings losses and financial penalties. The occurrence of any of these events could harm FREYR’s business, prospects, results of operations and financial results.

FREYR may not be able to establish supply relationships for necessary components and materials which could prevent or delay the introduction of FREYR’s product and negatively impact its business.

FREYR will rely on third-party suppliers for components necessary to develop and manufacture its battery cells, including key supplies, such as cathode, anode and other material. FREYR has begun discussions with key suppliers, and has entered into certain non-binding memoranda of understanding or letters of intent with some potential key suppliers, but has not yet entered into definitive agreements for the supply of these materials. To the extent that FREYR is unable to enter into commercial agreements with these suppliers on beneficial terms, or at all, or these suppliers experience difficulties ramping up their supply of materials to meet FREYR’s requirements, the introduction of FREYR’s battery cells will be delayed. FREYR intends to brand itself as a builder of, and develop a reputation for building environmentally clean, low-cost battery cells from an ethically- and sustainably-sourced supply chain to attract customers and grow its business. If FREYR is unable to partner with such suppliers, FREYR’s business and financial prospects could be adversely affected. FREYR’s business also depends on such materials being available in Norway, so any negative developments in Norway, including but not limited to political or economic conditions or natural disasters or catastrophes could have a significant effect on FREYR’s ability to source supplies needed for its business. To the extent FREYR’s suppliers experience any delays in providing or developing the necessary materials, FREYR could experience delays in delivering on its timelines. In addition, FREYR cannot guarantee that its suppliers will not deviate from agreed-upon quality standards.

In addition, FREYR will depend initially on a number of third-party suppliers that have pre-existing relationships with 24M. As a result, any disagreement under or termination of the agreement with 24M may negatively affect FREYR’s ability to maintain relationships with such third-party suppliers and materially and adversely affect FREYR’s results of operations, financial condition and prospects.

Any disruption in the supply of components or materials could temporarily disrupt production of FREYR’s battery cells until an alternative supplier is able to supply the required material. The production of FREYR’s battery cells involves complex multiple value chains, such that disruption in one component of the supply chain could materially affect another and there are multiple possibilities for disruptions to arise, which could lead to further delays and adverse effects on the business and FREYR’s prospects. Changes in business conditions, unforeseen circumstances, governmental changes, the spread of COVID-19 and other factors beyond FREYR’s control or which it does not presently anticipate, could also affect its suppliers’ ability to deliver components to FREYR on a timely basis. Any of the foregoing could materially and adversely affect FREYR’s results of operations, financial condition and prospects.

Substantial increases in the prices for FREYR’s raw materials and components, some of which are obtained in volatile markets where demand may exceed supply, could materially and adversely affect FREYR’s results of operations, financial conditions and negatively impact FREYR’s prospects.

FREYR expects to incur significant costs related to procuring components and materials required to manufacture and assemble its battery cells. FREYR expects to use various materials in its battery cells, including rare earth materials such as lithium and cobalt, that will require FREYR to negotiate purchase agreements and delivery lead-times on advantageous terms. FREYR has begun discussions with key suppliers but has not yet entered into agreements for the supply of these materials. FREYR has noticed that since the beginning of 2021 there have been increases in the costs of and demand for certain raw materials, and FREYR cannot predict with certainty whether these changes are temporary or permanent. FREYR’s business model, brand and reputation will depend on the ability to find ethically sourced materials. If FREYR is unable to do so, FREYR’s time to market, competitive advantage, sales, prospects and financial condition may be adversely affected. In addition, prices for such materials, most notably lithium, have been volatile and may, together with other key components, increase significantly as a result of an increased electrification and demand for materials required to manufacture and assemble battery cells. FREYR may not be able to control fluctuation in the prices for these materials or negotiate agreements with suppliers on terms that are beneficial to FREYR. FREYR is exposed to multiple risks relating to the availability and pricing of such materials and components. Given the competitive nature of the market FREYR operates in, it is unlikely that increases in expenses can be passed on to customers, thus substantial increases in the prices for FREYR’s raw materials or components would materially and adversely affect FREYR’s business, increase its operating costs and negatively impact FREYR’s results of operations, financial conditions and prospects.

Currency fluctuations, trade barriers, tariffs or shortages and other general economic or political conditions may limit FREYR’s ability to obtain key components for its battery cells or significantly increase freight charges, raw material costs and other expenses associated with FREYR’s business, which could further materially and adversely affect its results of operations, financial condition and prospects.

FREYR may be unable to adequately control the costs associated with its operations and the components necessary to manufacture its battery cells.

FREYR’s ability to become profitable in the future will not only depend on its ability to successfully market its battery cells and services, but also to forecast and control its costs. If FREYR is unable to adequately forecast costs or to cost efficiently manufacture, market, sell, and distribute its battery cells, its margins, profitability and prospects would be materially and adversely affected. For example, initial market feedback from the tender process for FREYR’s Customer Qualification Plant indicates significantly higher prices than initially forecasted, in part because FREYR requested vendors to tender for certain upgraded equipment and more complex installation based on exploring potential modifications to its development plan due to potential customer feedback, including flexibility related to NMC and LFP manufacturing and flexibility relating to size of electrodes, increased automation and because of inflationary pressure on prices of equipment and building materials witnessed over the first few months of 2021 and continuing today. FREYR is in the process of optimizing the design of the Customer Qualification Plant and negotiating pricing in order to achieve lower costs, but there can be no assurance that it will be successful. See also the section titled “Information about FREYR — Development Plan for additional disclosures regarding developments related to FREYR’s development plan since it was originally prepared in the fall of 2020.

FREYR has not yet produced any battery cells and its forecasted cost advantage for the production of these cells at scale in order to be competitive with other lithium-ion battery cells, will require FREYR to achieve rates of throughput, use of electricity and consumables, yield, and rate of automation demonstrated for mature battery, battery material, and ceramic manufacturing processes, that FREYR has not yet achieved. If FREYR is unable to achieve these targeted rates, its business and prospects will be adversely impacted.

FREYR’s future success depends in part on the ability to equip and construct manufacturing facilities, develop and increase its production capacity and to be able to do so on time, within its expected budget for capital expenditures, and in a cost-effective manner.

To the extent FREYR is successful in growing the business, FREYR will need to develop production capacity and increase it. FREYR does not currently have any production capacity and has not begun any construction activities. FREYR’s ability to plan, construct and equip manufacturing facilities, including FREYR’s Customer Qualification Plant and its Fast-Track manufacturing plants is subject to significant risks and uncertainties, including the following:

•        The final investment decision to proceed with construction of each of FREYR’s Gigafactories is conditioned, as a matter of policy upon FREYR having entered into off-take agreements with customers that represent at least 50% of the capacity for each of the first three years of any such Gigafactory’s operation. Delays or inability to enter into binding agreements with customers could therefore delay the construction of FREYR’s Gigafactories.

•        The construction and expansion of any manufacturing facilities will also be subject to the risks inherent in the development and construction of new facilities, including risks of delays and cost overruns as a result of factors outside FREYR’s control, such as delays in government approvals, burdensome permitting conditions, and delays in the delivery of manufacturing equipment and subsystems that FREYR manufactures or obtains from suppliers.

•        Manufacturing equipment may take longer and cost more to engineer and build than expected, and may not operate as required to meet FREYR’s production plans. FREYR has recently noticed indications of a general inflationary pressure. FREYR cannot predict with certainty whether this is temporary or permanent.

•        FREYR may depend on third-party relationships in the development and operation of additional production capacity, which may subject FREYR to the risk that such third parties do not fulfill their obligations under arrangements with them.

•        FREYR may be unable to attract or retain qualified personnel.

If FREYR is unable to build and expand its manufacturing facilities, FREYR may be unable to scale the business. If the demand for FREYR’s battery cells or production output decreases or does not rise as expected, FREYR may not be able to spread a significant amount of its fixed costs over the production volume, thereby increasing per unit fixed cost, which would have a negative impact on FREYR’s financial condition and results of operations. FREYR only has a limited number of employees, a significant portion of whom are executives. To build its manufacturing facilities and expand FREYR’s production capacity, FREYR will need to hire a considerable number of employees. If FREYR is unable to attract and retain such personnel, its business, prospects and financial condition may be adversely affected.

FREYR is subject to risk relating to the construction and development activities of its manufacturing facilities.

The development phase of the manufacturing facilities includes obtaining several consents, commercial agreements, permits and licenses from relevant authorities and stakeholders to secure rights for construction and operation activities. FREYR has signed a letter of intent to lease space at Mo Industripark AS, including a binding offer to lease certain areas for a Customer Qualification Plant, which expires June 30, 2021, exclusive right to lease and develop a second area as well as a first right of refusal for a third area, which expires on June 30, 2022. Mo Industripark AS has certain permits related to its status as a regulated industrial zone, however, FREYR does not have all consents, agreements, permits or licenses needed for its planned construction and operation activities. Failure to obtain, delay in obtaining or losing necessary consents, commercial agreements, permits and licenses could result in delay or termination of development activities. Examples of conflicts that may arise from development are restriction of FREYR’s actions due to new or evolving environmental legislation, grid interdependencies and grid connection, proximity to existing infrastructure, and conflicts with non-governmental organizations regarding the use of land for

the manufacturing facilities. If such conflicts arise, FREYR may be delayed or prevented from building and expanding its manufacturing facilities, which would have a negative impact on FREYR’s financial conditions, prospects and results of operations.

FREYR has obtained certain rights to use, but does not own, the land for any of its planned manufacturing facilities. If FREYR is unable to conclude fully termed agreements to all the land to which FREYR has certain rights within the deadlines set forth in the letter of intent with Mo Industripark AS (see the section titled “Information about FREYR — Partnerships”) or on terms favorable to FREYR, FREYR may be delayed or prevented from building its manufacturing facilities, which would have a negative impact on FREYR’s business, results of operation, financial condition and prospects. FREYR has not obtained rights to use and does not own any land for any manufacturing facilities aside from those described in the section titled “Information about FREYR — Partnerships”, below.

FREYR is sensitive to increases in the cost of supply of electricity, which is obtained in a highly regulated marketplace, susceptible to changes in the regulatory regime.

Access to low cost and reliable sources of electricity is important to FREYR’s business. The business depends on the low electricity prices in Norway and any fluctuation in such prices could adversely affect FREYR’s business and prospects. Electricity prices are determined in a highly regulated Norwegian and EEA-wide marketplace, in which local prices are also strongly affected by constraints and changes in constraints on transmission and storage of electricity. FREYR has noticed an increase in electricity prices since the beginning of 2021, and cannot predict with certainty whether these changes are temporary or if additional increases will occur. Changes in the regulations and changes in infrastructure may increase FREYR’s cost of electricity to an extent which may not be passed on to customers through increased battery cell prices, and such price increases may reduce demand. There is no guarantee that contracts for sale of battery cells will allow for full offset of increased costs of electricity. FREYR will seek to mitigate this risk by entering into long-term electricity supply contracts to secure base volume and predictable prices and to secure some price adjustment in its battery cells sales contracts to partially offset any increase in electricity prices. However, there can be no assurance that FREYR will be able to do so on terms favorable to FREYR and that these will be effective, capture all risk or continue to be available to FREYR.

Accordingly, the failure to enter into electricity contracts on favorable terms or an increase in the price of electricity could materially adversely affect FREYR’s future earnings and may prevent FREYR from effectively competing in certain of its markets. Further, should the spot price for electricity fall below the hedging costs, these hedges may also weaken FREYR’s competitors without electricity cost hedging. This could in turn have a material adverse effect on FREYR’s business, results of operations, financial condition and prospects.

FREYR is also exposed to changes in grid tariffs as a result of contemplated investments in power grids in Norway, and potentially as a result of changes in the grid structure, either of which would likely cause the grid operator to raise tariffs in order to finance such investments or changes. Any such increases could in turn have a material adverse effect on FREYR’s business, results of operations, financial conditions and prospects.

FREYR will rely on complex machinery for its operations and production involves a significant degree of risk and uncertainty in terms of operational performance and costs.

FREYR will rely heavily on complex machinery for its operations and the production of its battery cells to operate large-scale manufacturing. FREYR has not yet acquired, developed or operated with such machinery and the work required to design, secure and integrate this equipment into the production of FREYR’s battery cells is time intensive and requires FREYR to work closely with equipment providers, as well as technology providers, such as 24M, to ensure that it works properly for FREYR’s specific licensed-in battery technology. The production technology will be provided by third parties. FREYR has not entered into binding agreements with respect to such technology (other than with 24M), and there is no guarantee that FREYR will be able to do so. To the extent FREYR enters into binding agreements with such third parties, there is no guarantee that FREYR may have recourse or any guarantee from the providers that such third party production technology or machinery will perform as expected. Additionally, FREYR plans to enter into equipment purchase agreements directly with suppliers and 24M will not be a party to such agreements. Accordingly, although such purchasing decisions will be partially based on 24M’s input regarding the design and integration of this equipment, FREYR will not have recourse or guarantee from 24M for such input, including if the equipment cannot be successfully integrated. FREYR will be responsible for any costs associated with achieving operability and integration of the equipment. There is risk that FREYR will be unable to successfully operate such machinery and this design and integration work will involve a significant degree of uncertainty and risk

and may result in the delay in the scaling up of production or result in additional significant cost to FREYR’s battery cells. Such machinery is intended to operate on a highly automated basis and if that does not occur, it could have a material adverse effect on FREYR’s cost expenditures.

Both FREYR’s Customer Qualification Plant and its Fast-Track manufacturing plants will require complex machinery. Such machinery is likely to suffer unexpected malfunctions from time to time and will require repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of FREYR’s production equipment may significantly affect the intended operational efficiency as can failures by suppliers to deliver necessary components of FREYR’s products in a timely manner and at prices and volumes acceptable to FREYR, environmental hazards and remediation, difficulty or delays in obtaining governmental permits, damages or defects in systems, industrial accidents, fire, and seismic activity and natural disasters.

Operational or technical problems with FREYR’s manufacturing equipment could result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production. In addition, in some cases operational or technical problems may result in environmental damage, administrative fines, increased insurance costs and potential legal liabilities. All of these operational or technical problems could have a material adverse effect on FREYR’s business, results of operations, cash flows, financial condition or prospects.

If FREYR’s planned manufacturing plants in Mo i Rana do not become operable on schedule, or at all, or become inoperable, production of FREYR’S battery cells and FREYR’s business will be harmed.

FREYR expects to assemble and produce its battery cells at the Customer Qualification Plant in Mo i Rana, Norway, with production to begin in 2022 at the earliest. FREYR has obtained certain rights to use, but does not own, the land for any of its planned manufacturing facilities. The plant may be harmed or rendered inoperable, or the construction or expansion of the plant may be halted, by natural or man-made disasters, including earthquakes, flooding, fire and power outages, or by health epidemics, such as the recent COVID-19 pandemic, which may render it difficult or impossible for FREYR to manufacture its battery cells for some period of time. The plant and the equipment FREYR uses to manufacture the battery cells would be costly to replace and could require substantial lead time to replace and qualify for use. In addition, as result of the concentration of the planned manufacturing facilities in Mo i Rana, FREYR’s operations would be more significantly affected by negative developments in Norway, including but not limited to economic or political conditions, such as natural disasters or catastrophes, than if its operations were spread out over several regions. The inability to produce FREYR battery cells or the backlog that could develop if the manufacturing plant is inoperable for even a short period of time may result in the loss of customers or harm FREYR’s reputation. Although FREYR plans to obtain and maintain insurance for damage to its property and the disruption of its business, this insurance may be challenging to obtain and maintain on terms acceptable to FREYR and may not be sufficient to cover all of FREYR’s potential losses.

If FREYR’s battery cells fail to perform as expected, FREYR’s ability to develop, market, and sell its battery cells could be harmed and FREYR could be subject to increased warranty claims.

Once commercial production of FREYR’s battery cells commences, its battery cells may contain defects in design and manufacture that may cause them to not perform as expected or that may require repair, recalls, and design changes. FREYR’s battery cells are inherently complex and incorporate technology and components that may contain defects and errors, particularly when first introduced. FREYR has a limited frame of reference from which to evaluate the long-term performance of its battery cells. There can be no assurance that FREYR will be able to detect and fix any defects in its battery cells prior to the sale to potential consumers. If FREYR’s battery cells fail to perform as expected, it could lose design wins and customers may delay deliveries, terminate further orders, pursue warranty claims against FREYR or initiate product recalls, each of which could adversely affect FREYR’s sales and brand and could adversely affect FREYR’s business, prospects, and results of operations.

Lithium-ion battery cells have been observed to catch fire or vent smoke and flame.

Lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion cells. Negative public perceptions regarding the suitability of lithium-ion cells or any future incident involving lithium-ion cells, such as a vehicle or other fire, even if such incident does not involve FREYR battery cells, could seriously harm FREYR’s business and reputation. Any incident involving FREYR’s battery cells could result in lawsuits, recalls or redesign efforts, all of which would be time consuming and expensive and could harm FREYR’s brand image. Once FREYR begins manufacturing its battery cells, FREYR will need

to store a significant number of lithium-ion cells at its facilities. Any mishandling of battery cells may cause disruption to the operation of FREYR’s facilities. While FREYR plans to implement safety procedures related to the handling of the battery cells, a safety issue or fire related to the cells could disrupt FREYR’s operations. Such damage or injury could lead to adverse publicity and potentially a safety recall. Moreover, any failure of a competitor’s electric vehicle or energy storage product may cause indirect adverse publicity for FREYR and FREYR’s battery cells. Such adverse publicity could negatively affect FREYR’s brand and harm FREYR’s business, prospects, financial condition and operating results.

Doing business internationally creates operational, financial and tax risks for FREYR’s business.

FREYR’s business plan includes operations in international markets, including initial manufacturing and supply activities in Norway, initial sales in North America and Europe, and eventual expansion into other international markets. Conducting and launching operations on an international scale requires close coordination of activities across multiple jurisdictions and time zones and consumes significant management resources. If FREYR fails to coordinate and manage these activities effectively, its business, financial condition, prospects or results of operations could be adversely affected. International sales entail a variety of risks, including currency exchange fluctuations, challenges in staffing and managing foreign operations, tariffs and other trade barriers, unexpected changes in legislative or regulatory requirements of foreign countries into which FREYR sells its products and services, difficulties in obtaining export licenses or in overcoming other trade barriers, laws and business practices favoring local companies, political and economic instability, difficulties protecting or procuring intellectual property rights, and restrictions resulting in delivery delays and significant taxes or other burdens of complying with a variety of foreign laws.

In addition, the corporate structure of Pubco and its subsidiaries with entities in several jurisdictions such as Norway, Luxembourg, and the Cayman Islands, is, together with its conducting of operations in international markets as described above, subject to tax risk. The expected tax treatment of Pubco and its subsidiaries relies on current tax laws and regulations, as well as certain tax treaties between the aforementioned different jurisdictions. As such, unexpected changes, interpretation, application or enforcement practice in respect of legislative or regulatory requirements of such tax laws in foreign countries into which Pubco or any of its subsidiaries is incorporated and/or conducting operations and sales in, including but not limited to, changes in treatment of sales and results of operations earned in foreign and offshore jurisdictions, value added tax, cessation of tax treaties and recognition of tax law principles in other jurisdictions, as well as other changes in corporate tax law, may adversely Pubco’s business, financial conditions, prospects or result of operations.

FREYR has been, and may in the future be, adversely affected by the global COVID-19 pandemic.

FREYR faces various risks related to epidemics, pandemics, and other outbreaks, including the recent COVID-19 pandemic. The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns, and restrictions on business and individual activities, has created significant volatility in the global economy and led to reduced economic activity. The spread of COVID-19 has also impacted FREYR’s potential customers and suppliers by disrupting the manufacturing, delivery and overall supply chain of battery and EV manufacturers and suppliers and has led to a global decrease in battery and EV sales in markets around the world.

The pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns. These measures have and may continue to adversely impact FREYR’s employees, operations and the operations of its suppliers, vendors and business partners, and may negatively impact its sales and marketing activities. In addition, various aspects of FREYR’s business cannot be conducted remotely. These measures by government authorities may remain in place for a significant period of time and they are likely to continue to adversely affect FREYR’s future manufacturing plans, sales and marketing activities, prospects, business and results of operations. FREYR may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, suppliers, vendors and business partners.

As a result, it is currently not possible to predict the consequences for FREYR, its business partners, Norway, the battery and EV industry, or global business and markets, other than the expectations of adverse negative effects that may be long-term. Due to FREYR not having any income prior to the completion of the manufacturing facility and thus, inter alia, being dependent on proceeds from share capital raises and debt financing arrangements, FREYR is exceedingly more exposed to the potential impact of COVID-19 on its business and financial position compared to other players in the battery industry that have stable sources of revenue.

The extent to which the COVID-19 pandemic continues to impact FREYR’s business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including the duration and spread of the pandemic, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating activities can resume. Even after the COVID-19 pandemic has subsided, FREYR may continue to experience an adverse impact to its business as a result of its global economic impact, including any recession that has occurred or may occur in the future.

There are no comparable recent events that may provide guidance as to the effect of the spread of COVID-19 and a pandemic, and, as a result, the ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain.

FREYR’s facilities or operations could be damaged or adversely affected as a result of natural disasters and other catastrophic events.

FREYR’s facilities or operations could be adversely affected by events outside of its control, such as natural disasters, wars, and other calamities. FREYR cannot assure you that any backup systems will be adequate to protect it from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect FREYR’s ability to produce battery cells.

Any financial or economic crisis, or perceived threat of such a crisis, including a significant decrease in consumer confidence, may materially and adversely affect FREYR’s business, prospects, financial condition, and results of operations.

In recent years, the global economies suffered dramatic downturns as the result of the COVID-19 pandemic, a deterioration in the credit markets and related financial crisis as well as a variety of other factors including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, ratings downgrades of certain investments and declining valuations of others. The United States and certain other governments have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets. If the actions taken by these governments are not successful, the return of adverse economic conditions may negatively impact the demand for FREYR’s battery cells and may negatively impact FREYR’s ability to raise capital, if needed, on a timely basis and on acceptable terms or at all.

If FREYR is unable to retain key employees and qualified personnel, and hire technical, engineering, sales, marketing, manufacturing plant operations and support personnel, its ability to compete and successfully grow the business could be harmed.

FREYR’s current management team is small and FREYR’s success depends on its ability to retain its executive officers, key employees and other qualified personnel, and its operations may be severely disrupted if it lost their services. Additionally, FREYR’s success depends on the ability to attract and retain qualified technology, engineering, sales, marketing, manufacturing plant operations and support personnel, and failure to do so could adversely affect its business, prospects, results of operations and financial results. As FREYR builds its brand and becomes more well known, there is increased risk that competitors or other companies will seek to hire its personnel. The loss of FREYR’s executive officers and key employees and an inability to find suitable replacement could result in delays to development and harm FREYR’s business. Many members of FREYR’s management team are new to FREYR and they have not worked together previously. Any failure by FREYR’s management team and key employees to perform as expected may have a material adverse effect on FREYR’s business, prospects, financial condition and results of operations. Unfavorable changes in any of these or other factors, most of which are beyond FREYR’s control, could materially and adversely affect its business, prospects, results of operations and financial results.

Risks Relating to FREYR’s Limited Operating History

FREYR is an early stage company with a history of financial losses and expects to incur significant expenses and continuing losses for the foreseeable future.

FREYR incurred a net loss of approximately $9.6 million for the year ended December 31, 2020 and an accumulated deficit of approximately $10.9 million from its inception through the year ended December 31, 2020 and has not generated any revenues to date. FREYR believes that it will continue to incur operating and net losses each quarter until at least the time it begins significant production of its battery cells, which is not expected to occur until 2024, and may occur later.

FREYR expects the rate at which it will incur losses to be significantly higher in future periods as it, among other things, continues to incur significant expenses in connection with the design, development and manufacturing of its battery cells; invests in manufacturing capabilities; builds up inventories of components for its battery cells; increases its sales and marketing activities; develops its distribution infrastructure; and increases its general and administrative functions to support its growing operations. FREYR may find that these efforts are more expensive than it currently anticipates or that these efforts may not result in revenues, which would further increase FREYR’s losses.

FREYR’s very limited operating history makes evaluating FREYR’s business and future prospects difficult and may increase the risk of your investment.

FREYR’s operations to date have been limited to recruiting management and other employees, business planning, raising capital, selecting applicable third party technologies and securing a partnership with 24M, establishing and attempting to establish partnerships with potential suppliers, customers and ecosystem partners, early stage project development, and general corporate development. You should consider the risks and difficulties FREYR faces as an early stage company with a very limited operating history. If FREYR does not successfully address these risks, its business, prospects, operating results and financial condition will be materially and adversely harmed. FREYR has a very limited operating history on which investors can base an evaluation of FREYR’s business, operating results and prospects. FREYR intends to derive substantially all of its revenues from the sale and lease of the battery cells, which FREYR has not yet started production of. There are no assurances that FREYR will be able to secure future business. It is difficult to predict FREYR’s future revenues and appropriately budget for its expenses, and FREYR has limited insight into trends that may emerge and affect its business. In the event that actual results differ from FREYR’s estimates or FREYR adjusts its estimates in future periods, FREYR’s operating results, prospects and financial position could be materially affected. The projected financial information appearing elsewhere in this proxy statement was prepared by management and reflects current estimates of future performance.

If FREYR fails to manage its future growth effectively, it may not be able to market and sell its battery cells successfully.

FREYR intends to expand its operations significantly, which will require hiring, retaining and training new personnel, controlling expenses, establishing manufacturing plants and other facilities, and implementing administrative infrastructure, systems and processes. FREYR intends to continue to hire a significant number of additional personnel, including design and manufacturing personnel and technicians. Furthermore, as FREYR is a young company, its ability to train and integrate new employees into its operations may not meet the growing demands of its business which may affect its ability to grow. If FREYR experiences significant growth in orders, without improvements in automation and efficiency, FREYR may need additional manufacturing capacity and FREYR and some of its suppliers may need additional and capital-intensive equipment. Any growth in manufacturing must include a scaling of quality control as the increase in production increases the possible impact of manufacturing defects. If FREYR cannot manage its growth, FREYR may be unable to take advantage of market opportunities, execute its business strategies or respond to competitive pressures. Any failure to effectively manage its growth could materially and adversely affect FREYR’s business, prospects, operating results and financial condition.

FREYR’s management has limited experience in operating a public company and the requirements of being a public company may strain FREYR’s resources, divert management’s attention and affect the ability to attract and retain qualified board members and officers.

FREYR’s executive officers have limited experience in the management of a publicly traded company. FREYR’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the combined company, which could harm FREYR’s business, prospects and results of operations. FREYR may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for the combined company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that the combined company will be required to expand its employee base and hire additional employees to support its operations as a public company, which will

increase its operating costs in future periods. Compliance with these rules and regulations will increase FREYR’s legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on FREYR’s systems and resources.

Risks Relating to FREYR’s Intellectual Property

If FREYR is unable to protect its intellectual property rights, its business and competitive position would be harmed.

FREYR seeks to establish and protect intellectual property rights through nondisclosure and invention assignment agreements with its employees and consultants, and through non-disclosure agreements with business partners and other third parties. Despite FREYR’s efforts to protect its proprietary rights, third parties may attempt to copy or otherwise obtain and use FREYR’s intellectual property. Monitoring unauthorized use of FREYR’s intellectual property will be difficult and costly, and the steps FREYR will take to prevent misappropriation may not be sufficient. Any enforcement efforts FREYR undertakes, including litigation, could be time-consuming and expensive and could divert management’s attention, which could harm its business, results of operations and financial condition. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard intellectual property FREYR establishes. Failure to adequately protect such intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of FREYR’s competitive advantage and a decrease in FREYR’s revenue which would adversely affect FREYR’s business, prospects, financial condition and operating results.

Beyond its access to 24M’s process technology under the 24M License, FREYR has not established or protected, and may not be able to establish, adequately protect or prevent unauthorized use of any material additional intellectual property. Patent, copyright, trademark, and trade secret laws vary significantly throughout the world. A number of countries do not protect intellectual property rights to the same extent as do the laws of European countries or the United States. Failure to establish, adequately protect or prevent unauthorized use of any additional intellectual property rights could result in its competitors using the intellectual property to offer products, potentially resulting in the loss of some of FREYR’s competitive advantage and a decrease in its revenue, which would adversely affect its business, prospects, financial condition and operating results.

If FREYR is able to establish or adequately protect additional intellectual property, to prevent infringement in the future, FREYR may have to file infringement claims. Such claims can be time consuming and costly to prosecute and there can be no assurance that any such claims will be successful. Policing unauthorized use of intellectual property is difficult and costly, and FREYR may not successfully prevent misappropriation of its proprietary rights. Unauthorized use of intellectual property may damage FREYR’s reputation, decrease the value of such property and reduce its market share.

Loss of key personnel may also create a risk that such personnel may exploit knowledge, information and know-how to the detriment of FREYR, and/or that FREYR may face difficulties to operate its technology or business methods as a result of the loss of such personnel.

FREYR cannot be assured that its know-how and trade secrets will provide FREYR with any competitive advantage, as the know-how and trade secrets may become known to or be independently developed by others including the FREYR’s competitors, regardless of measures FREYR may take to try to preserve the confidentiality. FREYR cannot give assurance that its measures for preserving the secrecy of its trade secrets and confidential information are sufficient to prevent others from obtaining such information.

FREYR is unable to assert, enforce and otherwise protect the intellectual property rights licensed by 24M and rights to indemnification under the 24M License may be insufficient or unavailable, which could lead to increased costs and negatively affect the business.

Under the 24M License, FREYR does not have the right to assert, enforce or protect any of the intellectual property licensed to it by 24M. In addition, certain patents licensed from 24M are jointly owned by 24M and third parties. FREYR may also face claims that its use of 24M or other intellectual property infringes the rights of others. For these claims, FREYR may seek indemnification from 24M under the 24M License. However, FREYR’s rights to indemnification may be unavailable or insufficient to cover its costs and losses, depending on its use of the technology, whether it chooses to retain control over conduct of the litigation, and other factors. This could result in its competitors

using the same 24M intellectual property to offer products, potentially resulting in the loss of some of FREYR’s competitive advantage and a decrease in its revenue, which would adversely affect its business, prospects, financial condition and operating results.

FREYR may need to defend itself against intellectual property infringement claims, which may be time-consuming and could cause it to incur substantial costs.

Companies, organizations or individuals, including FREYR’s current and future competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with FREYR’s ability to make, use, develop or sell its products, which could make it more difficult for FREYR to operate its business. From time to time, FREYR may receive inquiries from holders of patents or trademarks inquiring whether FREYR is infringing their proprietary rights and/or seek court declarations that they do not infringe upon FREYR’s own and/or licensed-in intellectual property rights. Additionally, third parties may claim that 24M is infringing on their technology. Companies holding patents or other intellectual property rights relating to battery cells may bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if FREYR is determined to have infringed upon a third party’s intellectual property rights, FREYR may be required to do one or more of the following:

•        cease selling, incorporating or using products that incorporate the challenged intellectual property;

•        pay substantial damages;

•        obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all;

•        redesign its battery cells; or

•        change battery cell technology providers.

In the event of a successful claim of infringement against FREYR and its failure or inability to obtain a license to the infringed technology, FREYR’s business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s attention.

Risks Relating to Industry and Market Trends and Developments

The battery market continues to evolve, is highly competitive, and FREYR may not be successful in competing in this industry or establishing and maintaining confidence in its long-term business prospects among current and future partners and customers.

The battery market in which FREYR intends to compete continues to evolve and is highly competitive. Many of FREYR’s competitors are large entities at a more advanced stage in development and commercialization than FREYR and have more resources to improve their share of the market. To date, FREYR has focused its efforts on recruiting management and other employees, business planning, raising capital, selecting applicable third party technologies and securing a partnership with 24M, establishing and attempting to establish partnerships with potential suppliers, customers and ecosystem partners, early stage project development, and general corporate development. Although FREYR believes its partnerships strategy, including the partnership with 24M, has the potential to significantly reduce the cost of battery cells, there is no guarantee that 24M process technology or other future partnerships will be able to deliver the cost savings anticipated by FREYR and FREYR will need to build its resources to compete with other companies in the market. In addition, lithium-ion battery manufacturers may continue to reduce cost of the conventional manufacturing process and expand their supply of battery cells, reducing the prospects for FREYR’s business and negatively impacting FREYR’s ability to sell its products at a market-competitive price and yet at sufficient margins.

FREYR expects competition in battery technology and EVs to intensify due to a regulatory push for EVs, continuing globalization, and consolidation in the worldwide automotive industry. Developments in alternative technologies or improvements in battery technology made by competitors may materially adversely affect the sales, pricing and gross margins of FREYR’s battery cells. If a competing process or technology is developed that has superior operational or price performance, FREYR’s business will be harmed.

FREYR must continue to commit significant resources to develop its partnership strategy and industrial scaling solution in order to establish a competitive position. There is no assurance FREYR will successfully identify the right partners or manufacture and bring its battery cells to market on a timely basis, or that products and technologies developed by others will not render FREYR’s battery cells obsolete or noncompetitive, any of which would adversely affect FREYR’s business, prospects and operating results.

Potential partners, suppliers and other third parties will be less likely to enter into arrangements with FREYR if they are not convinced that its business model will succeed in the long-term. Similarly, customers will be less likely to purchase FREYR’s battery cells if they are not convinced that its business will succeed in the long-term. Accordingly, in order to build and maintain its business, FREYR must establish and maintain confidence among current and future partners, suppliers, customers, analysts, rating agencies and other parties in its long-term financial viability and business prospects. Developing and maintaining such confidence may be particularly complicated by certain factors, including those that are largely outside of FREYR’s control, such as its very limited operating history, market unfamiliarity with its products, any delays in its industrial scaling, delivery and service operations to meet demand, competition from other manufacturers of lithium-ion batteries or those developing alternative technologies, and FREYR’s eventual production and sales performance compared with market expectations.

FREYR’s future growth and success are dependent upon increasing electrification of current energy sources driven by consumers’ willingness to adopt electrified forms of transportation, the prices of such transportation, and continued government and social support of increased development of renewable sources of energy.

FREYR’s growth and future demand for FREYR’s products is highly dependent upon the adoption by consumers of electrified forms of transportation, including EVs, the prices for such transportation, as well as the increased use of intermittent forms of energy which will require energy store systems. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing consumer demands and behaviors. If the market for EVs in general does not develop as expected, or develops more slowly than expected, FREYR’s business, prospects, financial condition and operating results could be harmed.

Additionally, one of FREYR’s primary markets is stationary storage, which is largely driven by installed capacity of renewable electricity generation and increasing demand for renewable sources of power. Since many of these renewable sources of power are intermittent, like wind and solar, the energy produced by them must be stored for use when there is demand. Should government requirements for these intermittent power sources be relaxed or social desires for lower carbon sources of energy decline, there could be a detrimental impact on one of FREYR’s primary markets.

FREYR’s brand depends on the ability to build clean, low-cost battery cells from an ethically and sustainably-sourced supply chain. If FREYR is unable to do so, damage to FREYR’s brand and reputation could result or failure to expand its brand, which would harm FREYR’s business and results of operations.

FREYR will depend significantly on building and maintaining its brand and reputation for building environmentally clean, low-cost battery cells from an ethically- and sustainably-sourced supply chain to attract customers and grow its business. If FREYR is unable to, for instance, reduce the CO2 footprint of the traditional battery production process, reduce production costs or obtain its materials from ethical and sustainable suppliers, its brand and reputation could be significantly impaired, which could affect its ability to compete. FREYR also relies on the low carbon intensity of the electricity produced in Norway, and any change to such carbon intensity could adversely affect its brand and reputation and ability to compete. Further, FREYR expects to rapidly scale up its workforce, leading it in some instances to hire personnel or partner with third parties who it may later determine do not fit FREYR’s culture or mission. If FREYR cannot manage its hiring and training processes to avoid potential issues, its business and reputation may be harmed and its ability to attract customers would suffer. In addition, if FREYR were unable to achieve a similar level of brand recognition as its competitors, some of which currently have a broader brand footprint as a result of greater resources, longer operational history or more prominent branding as automotive OEMs, FREYR could lose recognition in the marketplace among prospective customers, suppliers and partners, which could affect its growth and financial performance. FREYR anticipates that its marketing and branding initiatives that will involve incurring significant expenses in advance of corresponding revenues. FREYR cannot assure you that such marketing and branding expenses will result in the successful expansion of its brand recognition or increase its revenues.

FREYR’s future growth and success depend on its ability to sell effectively to large customers.

FREYR’s potential customers are large enterprises, including in the energy storage system (“ESS”), automotive manufacturers and maritime sectors. FREYR does not currently have any definitive customer agreements in place. Therefore, FREYR’s future success will depend on its ability to effectively sell its products to such large customers. Sales to these end-customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller customers. These risks include, but are not limited to, (i) increased purchasing power and leverage held by large customers in negotiating contractual arrangements with FREYR and (ii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential end-customer that elects not to purchase FREYR’s solutions.

Large enterprises often undertake a significant evaluation process that results in a lengthy sales cycle. In addition, product purchases by large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. Finally, large enterprises typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers.

FREYR may not be able to accurately estimate the future supply and demand for its battery cells, which could result in a variety of inefficiencies in its business and hinder its ability to generate revenue. If FREYR fails to accurately predict its manufacturing requirements, it could incur additional costs or experience delays.

FREYR’s business is closely related to the production level of its future customers, whose businesses are dependent on the highly cyclical markets, such as the automotive, maritime and renewable energy industries. Thus, it is difficult to predict FREYR’s future revenues and appropriately budget for its expenses, and FREYR may have limited insight into trends that may emerge and affect its business. FREYR anticipates being required to provide forecasts of its demand to its current and future suppliers prior to the scheduled delivery of products to potential customers. Currently, there is no historical basis for making judgments on the demand for FREYR’s battery cells or its ability to develop, manufacture, and deliver battery cells, or FREYR’s profitability in the future. If FREYR overestimates its requirements, its suppliers may have excess inventory, which indirectly would increase FREYR’s costs. If FREYR underestimates its requirements, its suppliers may have inadequate inventory, which could interrupt manufacturing of its products and result in delays in shipments and revenues. In addition, lead times for materials and components that FREYR’s suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If FREYR fails to order sufficient quantities of product components in a timely manner, the delivery of battery cells to its potential customers could be delayed, which would harm FREYR’s business, prospects, financial condition and operating results.

Furthermore, due to FREYR’s future customers’ exposure to the abovementioned highly cyclical markets, customers may, in response to unfavorable market conditions, request delays in contract, shipment dates or other contract modifications or else default, terminate or not renew their contractual arrangements with FREYR. Consequently, the financial performance of FREYR will fluctuate with the general economic cycle, a decline in which could have a material adverse effect on FREYR’s business, prospects, financial condition and operating results.

The increase in competition and advances in technology in the battery industry is expected to cause substantial downward pressure on the prices of battery cells and may cause FREYR to lose sales or market share, resulting in lower revenues, earnings, and cash flows.

Global battery cell production capacity has been materially increasing overall, and has resulted in the past, and is expected to continue to result, in substantial downward pressure on the price of battery cells. Given the general downward pressure on prices for battery cells driven by increasing supply and technological change, a principal component of FREYR’s business strategy is reducing its costs to manufacture battery cells to become and remain competitive. If FREYR’s competitors are able to drive down their manufacturing costs faster than FREYR can, its battery cells may become less competitive. Further, if raw materials costs and other third-party component costs were to increase, FREYR may not meet its cost reduction targets. If FREYR cannot effectively execute its cost reduction roadmap, FREYR’s competitive position will suffer, and FREYR could lose market share and FREYR’s margins would be adversely affected as it faces downward pricing pressure. Intensifying competition could cause FREYR

to lose sales or market share. Such price reductions or loss of sales or market share could have a negative impact on FREYR’s revenue and earnings, and could materially adversely affect FREYR’s business, prospects, financial condition and cash flows.

The battery industry and its technology are rapidly evolving and may be subject to unforeseen changes, such as technological developments in existing technologies or new developments in competitive technologies that could adversely affect the demand for FREYR’s battery cells.

FREYR may be unable to keep up with changes in the rapidly evolving battery market and, as a result, its competitiveness may suffer. FREYR’s competitors include major battery manufacturers currently supplying the markets, automotive OEMs, and potential new entrants. There are several development-stage companies seeking to improve conventional lithium-ion batteries or to develop new technologies for batteries. Any failure by FREYR to successfully react to changes in existing technologies could materially harm its competitive position and growth prospects.

Furthermore, the battery industry also competes with other emerging or evolving technologies, such as hydrogen energy storage or carbon capture storage and sequestration. If FREYR is unable to keep up with competitive developments, including if such technologies achieve lower prices or enjoy greater policy support than the lithium-ion battery industry, FREYR’s competitive position and growth prospects may be harmed. If FREYR’s competitive position and growth prospects are harmed, then FREYR’s manufacturing facilities may be no longer needed and may have less or no value, adversely affecting FREYR’s business, prospects and financial condition.

Risks Relating to Finance and Accounting

FREYR’s business model of manufacturing battery cells is capital-intensive, and FREYR may not be able to raise additional capital on attractive terms, if at all, which could be dilutive to shareholders. If FREYR cannot raise additional capital when needed, its operations and prospects could be materially and adversely affected.

The development, design, manufacture and sale of batteries is a capital-intensive business. As a result of the capital-intensive nature of FREYR’s business, it can be expected to continue to incur substantial operating expenses without generating sufficient revenues to cover expenditures. Over time, FREYR may need to raise additional funds, including through entry into new or extending existing joint venture arrangements, through the issuance of equity, equity-related or debt securities or through obtaining credit from financial institutions to fund, together with FREYR’s principal sources of liquidity, ongoing costs such as research and development relating to its battery cells, the construction of gigafactories, any significant unplanned or accelerated expenses, and new strategic investments. FREYR cannot be certain that additional capital will be available on attractive terms, if at all, when needed, which could be dilutive to shareholders, and its financial condition, results of operations, business and prospects could be materially and adversely affected.

FREYR’s operating and financial results forecast relies in large part upon assumptions and analyses developed by FREYR. If these assumptions or analyses prove to be incorrect, FREYR’s actual operating results may be materially different from its forecasted results.

The projected financial and operating information appearing elsewhere in this proxy statement/prospectus reflect current management estimates of future performance. Whether actual operating and financial results and business developments will be consistent with FREYR’s expectations and assumptions as reflected in its forecasts depends on a number of factors, many of which are outside FREYR’s control, including, but not limited to:

•        success and timing of development activity;

•        changes in the estimated cost of materials, supplies and components, such as increases that have occurred since the beginning of 2021, that FREYR may or may not be able to pass on to customer through increased product prices;

•        entry into definitive contracts with customers and suppliers on favorable terms, or at all;

•        customer acceptance of FREYR’s products;

•        changes in customer demand mix for NMC and LFP chemistry-based products, such as earlier demand for LFP battery chemistry-based products that FREYR is seeing in recent and ongoing discussions with potential customers;

•        competition, including from established and future competitors;

•        FREYR’s ability to manage its growth;

•        whether FREYR can manage relationships with key suppliers;

•        FREYR’s ability to retain existing key management, integrate recent hires and attract, retain and motivate qualified personnel; and

•        the overall strength and stability of domestic and international economies.

Unfavorable changes in any of these or other factors, most of which are beyond FREYR’s control, could materially and adversely affect its business, results of operations, prospects and financial results.

If Pubco discovers a material weakness in its internal control over financial reporting or otherwise fails to maintain effective internal control over financial reporting, Pubco’s ability to report its financial results on a timely and accurate basis and the market price of its ordinary shares may be adversely affected.

The Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act) requires, among other things, that Pubco evaluate the effectiveness of its internal control over financial reporting and disclosure controls and procedures. Although FREYR did not identify any material weaknesses in internal control over financial reporting at December 31, 2019, subsequent testing by Pubco or its independent registered public accounting firm, which has not performed an audit of its internal control over financial reporting, may reveal deficiencies in Pubco’s internal control over financial reporting that are deemed to be material weaknesses. Prior to the completion of the Business Combination, FREYR was a private company with limited resources and did not have the necessary business processes and related internal controls formally designed and implemented, coupled with the appropriate resources with the appropriate level of experience and technical expertise, to oversee FREYR’s business processes and controls. To comply with Section 404A, Pubco may incur substantial cost, expend significant management time on compliance-related issues and hire additional accounting, financial and internal audit staff with appropriate public company experience and technical accounting knowledge. Moreover, if Pubco is not able to comply with the requirements of Section 404A in a timely manner or if Pubco or its independent registered public accounting firm identify deficiencies in Pubco’s internal control over financial reporting that are deemed to be material weaknesses, Pubco could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources. Any failure to maintain effective disclosure controls and procedures or internal control over financial reporting could have a material adverse effect on Pubco’s business, prospects and operating results, and cause a decline in the price of Pubco Ordinary Shares.

If Pubco is unable to establish and maintain effective internal control over financial reporting, and build its finance infrastructure, investors may lose confidence in the accuracy of Pubco’s financial reports.

As a public company, Pubco will operate in an increasingly demanding regulatory environment, which requires it to comply with the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the regulations of the NYSE, the rules and regulations of the SEC, expanded disclosure requirements, accelerated reporting requirements and more complex accounting rules. Company responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal controls are necessary for Pubco to produce reliable financial reports and are important to help prevent financial fraud. Commencing with its fiscal year ending the year in which the Business Combination is completed, Pubco must perform system and process evaluation and testing of its internal controls over financial reporting to allow management to report on the effectiveness of its internal controls over financial reporting in its Form 10-K filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. Prior to Closing of the Business Combination, FREYR has never been required to test its internal controls within a specified period and, as a result, it may experience difficulty in meeting these reporting requirements in a timely manner.

Pubco anticipates that the process of building its accounting and financial functions and infrastructure will require significant additional professional fees, internal costs and management efforts. Pubco expects that it will need to implement a new internal system to combine and streamline the management of its financial, accounting, human resources and other functions. However, such a system would likely require Pubco to complete many processes and procedures for the effective use of the system or to run its business using the system, which may result in substantial costs. Any disruptions or difficulties in implementing or using such a system could adversely affect Pubco’s controls and harm its business. Moreover, such disruption or difficulties could result in unanticipated costs and diversion of management’s attention. In addition, Pubco may discover additional weaknesses in its system of internal financial and accounting controls and

procedures that could result in a material misstatement of its financial statements. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

Pubco may fail to establish and maintain effective internal control over financial reporting, in which case Pubco’s internal control over financial reporting may not prevent or detect all errors and all fraud. Pubco also may not be able to detect errors and fraud on a timely basis and its financial statements may be materially misstated. Although, the process of identifying the resources that Pubco will need to ensure the establishment and maintenance of effective internal controls for its current business has begun, there is no guarantee that such assessment will be accurate and post-Closing of the Business Combination, the complexity of Pubco’s business is likely to increase as it implements its business strategy and its business grows, and such increase in complexity will increase the difficulty of maintaining effective internal controls. If Pubco fails to establish and maintain effective internal control over financial reporting, its business and results of operations could be harmed, and investors may lose confidence in the accuracy and completeness of its financial reports, which could cause the price of its ordinary shares to decline. In addition, Pubco could become subject to investigations by the NYSE, the SEC or other regulatory authorities, which could require additional management attention and which could adversely affect Pubco’s business.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Pubco’s securities may decline.

In addition, following the Business Combination, fluctuations in the price of Pubco’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has been a limited, unregulated public market for FREYR’s ordinary shares in Norway and no public market in the United States. Accordingly, the valuation Alussa has ascribed to FREYR in the Business Combination may not be indicative of the price that will be implied in the trading market for Pubco’s securities following the Business Combination. If an active market for Pubco’s securities develops and continues after the Business Combination, the trading price of such securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Pubco’s control. Any of the factors listed below could have a material adverse effect on your investment in Pubco’s securities and Pubco’s securities may trade at prices significantly below the price you paid for them or that were implied by the conversion of FREYR Ordinary Shares you owned into Pubco’s securities as a result of the Business Combination. In such circumstances, the trading price of Pubco’s securities may not recover and may experience a further decline.

In addition to the other risks described in this “Risk Factors” section, the following factors could also cause FREYR’s financial condition and results of operations to fluctuate on a quarterly basis:

•        actual or anticipated fluctuations in Pubco’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

•        changes in the market’s expectations about Pubco’s operating results;

•        success of competitors;

•        Pubco’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning Pubco or the battery industry in general;

•        operating and share price performance of other companies that investors deem comparable to Pubco;

•        Pubco’s ability to bring its products and technologies to market on a timely basis, or at all;

•        changes in laws and regulations affecting Pubco’s business;

•        Pubco’s ability to meet compliance requirements;

•        commencement of, or involvement in, litigation involving Pubco;

•        changes in Pubco’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of Pubco Ordinary Shares available for public sale;

•        any major change in the Pubco board of directors or management;

•        amounts of sales of Pubco Ordinary Shares by Pubco’s directors, executive officers or significant shareholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, pandemic such as COVID-19 and acts of war or terrorism.

Fluctuations in Pubco’s operating results and cash flow could, among other things, give rise to short-term liquidity issues. In addition, its revenue, key operating metrics and other operating results in future quarters may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of Pubco Ordinary Shares.

FREYR’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited.

For the year ended December 31, 2020, FREYR had net operating loss carryforwards in Norway of approximately $11.3 million, which can be carried forward indefinitely. Pursuant to Norwegian law, net operating loss carry forwards can be used for an indefinite time period, provided that the company is considered to be tax resident in Norway and the net operating loss carry forward is not transferred as part of a tax motivated transaction or restructuring. Any such limitations on FREYR’s ability to use its net operating loss carryforwards and other tax assets could adversely impact its business, prospects, financial condition and results of operations.

Rising interest rates could adversely impact FREYR’s business.

Rising interest rates will increase FREYR’s cost of capital. FREYR’s future success may depend on its ability to raise capital to help finance the scaling of its production capacity. Rising interest rates may have an adverse impact on FREYR’s ability to offer attractive pricing to its customers.

The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on FREYR’s business, prospects, financial condition and operating results.

Any reduction, elimination, or discriminatory application of government subsidies and economic incentives because of policy changes, or the reduced need for such subsidies and incentives due to the perceived success of clean and renewable energy products or other reasons, may result in the diminished competitiveness of the battery industry generally or FREYR’s battery cells in particular. This could materially and adversely affect the growth of the battery markets and FREYR’s business, prospects, financial condition and operating results.

While certain tax credits and other incentives for clean and renewable energy products have been available in the past, there is no guarantee these programs will be available in the future. If current tax incentives are not available in the future, FREYR’s financial position could be harmed.

Risks Relating to Legal and Regulatory Compliance

FREYR may become subject to product liability claims, which could harm its financial condition and liquidity if it is not able to successfully defend or insure against such claims.

FREYR may become subject to product liability claims, even those without merit, which could harm its business, prospects, operating results, and financial condition. FREYR faces inherent risk of exposure to claims in the event its battery cells do not perform as expected or malfunction resulting in personal injury or death. A successful product liability claim against FREYR could require FREYR to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about FREYR, which would have material adverse effect on FREYR’s brand, business, prospects and operating results. Any insurance coverage might not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of FREYR’s coverage, or outside of FREYR’s coverage, may have a material adverse effect on FREYR’s reputation, business, prospects and financial condition. FREYR may not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if it does face liability for its products and are forced to make a claim under its policy.

Insufficient warranty reserves to cover future warranty claims could materially adversely affect FREYR’s business, prospects, financial condition and operating results.

Once FREYR’s battery cells are in production, FREYR will need to maintain warranty reserves to cover warranty-related claims. If the warranty reserves are inadequate to cover future warranty claims on FREYR’s battery cells, its business, prospects, financial condition and operating results could be materially and adversely affected. FREYR may become subject to significant and unexpected warranty expenses. There can be no assurances that then-existing warranty reserves will be sufficient to cover all claims.

Claims for indemnification by Pubco’s directors and officers may reduce Pubco’s available funds to satisfy successful third-party claims against Pubco and may reduce the amount of money available to Pubco.

Pubco’s amended and restated articles of association and will provide that Pubco will indemnify its directors and officers, in each case to the fullest extent permitted by Luxembourg law.

More particularly, as permitted by Luxembourg law, Pubco’s amended and restated articles of association and its indemnification agreements that it will enter into with its directors and officers will provide that subject to the exceptions and limitations listed below, every person who is, or has been, a director or officer of Pubco or a direct or indirect subsidiary of Pubco shall be indemnified by Pubco to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding which he or she becomes involved as a party or otherwise by virtue of his or her being or having been such director or officer and against amounts paid or incurred by him or her in the settlement thereof. The words “claim”, “action”, “suit” or “proceeding” include all claims, actions, suits or proceedings (civil, criminal or otherwise including appeals) actual or threatened and the words “liability” and “expenses” include without limitation attorneys’ fees, costs, judgments, amounts paid in settlement and other liabilities. However, no indemnification shall be provided to any director or officer of Pubco or a direct or indirect subsidiary of Pubco (i) by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties of a director or officer, (ii) with respect to any matter as to which any director or officer has been finally adjudicated to have acted in bad faith and against the interest of Pubco, or (iii) in the event of a settlement, unless approved by a court or the board of directors. Pubco may, to the fullest extent permitted by law, purchase and maintain insurance or furnish similar protection or make other arrangements, including, but not limited to, providing a trust fund, letter of credit, or surety bond on behalf of a director or officer of Pubco or a direct or indirect subsidiary of Pubco against any liability asserted against him or her or incurred by or on behalf of him or her in his or her capacity as a director or officer of Pubco or a direct or indirect subsidiary of Pubco. The right of indemnification will be severable, will not affect any other rights to which any director or officer of Pubco or a direct or indirect subsidiary of Pubco may now or in the future be entitled, will continue as to a person who has ceased to be such director or officer and will inure to the benefit of the heirs, executors and administrators of such a person. The right to indemnification is not exclusive and will not affect any rights to indemnification to which corporate personnel, including directors and officers, may be entitled by contract or otherwise under law. Expenses in connection with the preparation and representation of a defense of any claim, action, suit or proceeding will be advanced by Pubco prior to final disposition thereof upon receipt of any undertaking by or on behalf of the officer or director, to repay such amount if it is ultimately determined that he or she is not entitled to indemnification.

The Final Amended Pubco Articles will include a forum selection clause, which may impact your ability to bring actions against it.

The Final Amended Pubco Articles will provide that, unless Pubco consents in writing to the selection of an alternative forum, the federal district courts of the Unites States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 and the Securities Exchange Act of 1934. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, a court may decline to enforce these exclusive forum provisions with respect to suits brought to enforce any duty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction, and Pubco shareholders may not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. If a court were to find the exclusive forum provisions to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

Liabilities related to Sjonfjellet Vindpark AS’s operations when it was part of FREYR, or liabilities associated with Sjonfjellet Vindpark AS’s spin-off from FREYR, could adversely affect FREYR’s business, financial condition, results of operations, prospects and cash flows.

FREYR entered into a demerger plan when Sjonfjellet Vindpark AS, together with assets, rights and liabilities of FREYR relating to its former wind power business was transferred from FREYR to a separate limited company, SVPH, by way of a Norwegian law rule allowing for so called demergers, mirroring FREYR’s then ownership structure into that company such that FREYR security holders would in the aggregate hold the same underlying interest in the same underlying businesses through the two companies, FREYR and SVPH (the “Norway Demerger Plan”). The Norway Demerger Plan provides for, among other things, a transfer of assets and obligations designed to make FREYR financially

responsible for liabilities allocable to FREYR before the spin-off, and to make Sjonfjellet Vindpark AS and SVPH financially responsible for liabilities allocable to Sjonfjellet Vindpark AS and FREYR’s former wind business before the spin-off. Pursuant to Norwegian law, FREYR is subject to joint and several liability if either Sjonfjellet Vindpark AS or SVPH fails to perform an obligation transferred according to the Norway Demerger Plan. The joint and several liability is limited to an amount equivalent to the net value accruing to SVPH when acquiring Sjonfjellet Vindpark AS, together with the assets, rights and liabilities of FREYR relating to its former wind power business as part of the abovementioned demerger. As a consequence, FREYR may be required to indemnify SVPH if SVPH is required, but unable, to perform an obligation transferred according to the Norway Demerger Plan and/or fails to indemnify FREYR. Either of these could negatively affect FREYR’s business, prospects, financial position, results of operations, and/or cash flows.

FREYR’s battery cells and its website, systems, and data it maintains may be subject to intentional disruption, other security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling that could result in liability and adversely impact its reputation and future sales.

FREYR may face significant challenges with respect to information security and maintaining the security and integrity of its systems and other systems used in its business, as well as with respect to the data stored on or processed by these systems. Because FREYR’s business relies on confidential data from third parties, any compromise of that data, or perception that any such compromise has occurred, could materially affect FREYR’s business and financial prospects. Advances in technology, an increased level of sophistication, and an increased level of expertise of hackers, new discoveries in the field of cryptography or others can result in a compromise or breach of the systems used in its business or of security measures used in its business to protect confidential information, personal information, and other data.

The availability and effectiveness of FREYR’s battery cells, and FREYR’s ability to conduct its business and operations, depend on the continued operation of information technology and communications systems, some of which FREYR has yet to develop or otherwise obtain the ability to use. Systems used in FREYR’s business, including data centers and other information technology systems, will be vulnerable to damage or interruption. Such systems could also be subject to break-ins, sabotage and intentional acts of vandalism, as well as disruptions and security incidents as a result of non-technical issues, including intentional or inadvertent acts or omissions by employees, service providers, or others. FREYR anticipates using outsourced service providers to help provide certain services, and any such outsourced service providers face similar security and system disruption risks as FREYR. Some of the systems used in FREYR’s business will not be fully redundant, and its disaster recovery planning cannot account for all eventualities. Any data security incidents or other disruptions to any data centers or other systems used in FREYR’s business could result in lengthy interruptions in its service.

Significant capital and other resources may be required in efforts to protect against information security breaches, security incidents, and system disruptions, or to alleviate problems caused by actual or suspected information security breaches and other data security incidents and system disruptions. The resources required may increase over time as the methods used by hackers and others engaged in online criminal activities and otherwise seeking to obtain unauthorized access to systems or data, and to disrupt systems, are increasingly sophisticated and constantly evolving. Any failure or perceived failure by FREYR or its service providers to prevent information security breaches or other security incidents or system disruptions, or any compromise of security that results in or is perceived or reported to result in unauthorized access to, or loss, theft, alteration, release or transfer of, FREYR’s information, or any personal information, confidential information, or other data of FREYR or third parties, could result in loss or theft of proprietary or sensitive data and intellectual property, could harm FREYR’s reputation and competitive position and could expose FREYR to legal claims, regulatory investigations and proceedings, and fines, penalties, and other liability. Any such actual or perceived security breach, security incident or disruption could also divert the efforts of FREYR’s technical and management personnel, and could require FREYR to incur significant costs and operational consequences in connection with investigating, remediating, eliminating and putting in place additional tools and devices designed to prevent actual or perceived security breaches and other incidents and system disruptions.

Changes in laws relating to privacy and data protection could disrupt FREYR’s business.

FREYR is also subject to various laws regarding privacy, data protection, and the protection of certain data relating to individuals. FREYR’s handling of data relating to individuals is subject to a variety of laws and regulations relating to privacy, data protection, and data security, and it may become subject to additional obligations, including contractual obligations, relating to its maintenance and other processing of this data. For example, the European Union’s General Data Protection Regulation, or GDPR, imposes stringent data protection requirements and provides for significant penalties for noncompliance. Laws, regulations, and other actual and potential obligations relating to

privacy, data protection, and data security are evolving rapidly, and the regulatory landscape regarding privacy, data protection, and data security is likely to remain uncertain for the foreseeable future. FREYR expects to potentially be subject to new laws and regulations, or new interpretations of laws and regulations, in the future in various jurisdictions. These laws, regulations, and other obligations, and changes in their interpretation, could require FREYR to modify its operations and practices, restrict its activities, and increase its costs in the future, and it is possible that these laws, regulations, and other obligations may be inconsistent with one another or be interpreted or asserted to be inconsistent with FREYR’s business or practices. Any inability to adequately address privacy and security concerns or comply with applicable privacy and data security laws, rules and regulations could have an adverse effect on FREYR’s business, prospects, results of operations, financial position and reputation.

FREYR is subject to substantial regulation and unfavorable changes to, or failure by FREYR to comply with, these regulations could substantially harm its business and operating results.

FREYR’s battery cells and its customer’s markets are subject to substantial regulation under international, European and local laws, including export control, environmental and sustainability laws (including the EU Taxonomy Regulation (Regulation (EU) 2020/852) and safety laws. FREYR expects to incur significant costs in complying with these regulations. In particular, regulations related to the battery, materials to produce such batteries such as lithium, EV and alternative energy industries are currently evolving and FREYR faces risks associated with new regulations, including the proposed EU Batteries Regulation, and changes to these regulations.

To the extent the laws change, FREYR’s products may not comply with applicable international, European or local laws and such changes could imply the need to materially alter FREYR’s operations and set-up and may prompt the need to apply for further permits, which would have an adverse effect on its business and prospects. Compliance with changing regulations could be burdensome, time consuming, and expensive. To the extent compliance with new regulations is cost prohibitive, FREYR’s business, prospects, financial condition and operating results would be adversely affected.

Internationally, there may be laws in jurisdictions FREYR has not yet entered or laws it is unaware of in jurisdictions it has entered that may restrict its sales or other business practices. The laws in this area can be complex, difficult to interpret and may change over time. Continued regulatory limitations and other obstacles that may interfere with FREYR’s ability to commercialize its products could have a negative and material impact on its business, prospects, financial condition and results of operations.

As FREYR does not have a source of revenue because its initial battery factory is not yet under construction, FREYR is far more exposed to regulatory risk compared to its peers in the industry that have stable sources of income.

FREYR is an early stage company and as a result, internal processes and procedures, such as code of conduct, environmental, social and corporate governance policy, relevant anti-corruption policies and similar policies have only recently been implemented. FREYR must ensure it operates in accordance with its own processes and policies, as well as statutory laws and regulations, and there may be a higher risk that FREYR, as an early stage company, fails to comply with such internal processes and procedures, as well as statutory laws and regulations. Any failure to comply with such policies may adversely affect FREYR’s business, prospects and financial condition.

FREYR is subject to governmental export and import controls that could subject it to liability or impair its ability to compete in international markets.

The U.S. and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of certain products, technologies and software. FREYR must export and import its products in compliance with any applicable controls. FREYR may not always be successful in obtaining necessary approvals, and its failure to obtain required import or export approval for its products or limitations on its ability to export or sell its products imposed by these laws may harm its international and domestic sales and adversely affect its revenue. Noncompliance with these laws could have negative consequences, including government investigations, penalties and reputational harm.

Changes in FREYR’s products or changes in export, import and economic sanctions laws and regulations may delay FREYR introducing new products in international markets, prevent its customers from using FREYR’s products internationally or, in some cases, prevent the export or import of FREYR’s products to or from certain countries altogether. Any change in export or import regulations or legislation; shift or change in enforcement; or change in the countries, persons or technologies targeted by these regulations could result in decreased use of FREYR’s products by, or in FREYR’s decreased ability to export or sell its products to, existing or potential customers with international operations, adversely affecting FREYR’s business, prospects and results of operations.

FREYR is subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws in many jurisdictions, and non-compliance with such laws can subject FREYR to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect its business, prospects, financial condition, results of operations and reputation.

FREYR is subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which it conducts or in the future may conduct activities, including the U.S. Foreign Corrupt Practices Act, or FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act 2010, and other anti-corruption laws and regulations. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, agents, representatives, business partners, and third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.

FREYR will sometimes leverage third parties to sell its products and conduct it business abroad. FREYR, its employees, agents, representatives, business partners, and its third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners or third-party intermediaries even if FREYR does not explicitly authorize such activities. FREYR cannot assure you that all of its employees and agents will not take actions in violation of applicable law, for which FREYR may be ultimately held responsible. As FREYR increases its international sales and business, FREYR’s risks under these laws may increase.

The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. FREYR’s policies and procedures are designed to ensure compliance with these laws, but FREYR cannot assure you that none of its employees, agents, representatives, business partners or third-party intermediaries will engage in improper conduct that violates FREYR’s policies and applicable law, for which FREYR may be held responsible.

Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject FREYR to whistleblower complaints, adverse media coverage, investigations, severe civil and criminal sanctions, settlements, prosecution, enforcement actions, loss of export privileges, suspension or debarment from U.S. government contracts and other collateral consequences and remedial measures, all of which could adversely affect FREYR’s business, prospects, financial condition, results of operations and reputation. Responding to any investigation or action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. In addition, changes in economic sanctions laws in the future could adversely impact FREYR’s business and investments in its ordinary shares.

FREYR and its partners, suppliers and customers are subject to requirements relating to environmental, permitting and safety regulations and environmental remediation matters which could adversely affect FREYR’s business, prospects, results of operation and reputation.

FREYR and its partners, suppliers and customers are subject to numerous environmental laws and regulations governing, among other things, energy storage system siting and installation restrictions, solid and hazardous waste storage, treatment and disposal, and remediation of releases of hazardous materials. There are significant capital, operating and other costs associated with compliance with these environmental, permitting and safety laws and regulations. Environmental laws and regulations may become more stringent in the future, which could increase costs of compliance or require FREYR to manufacture with alternative technologies and materials. Moreover, if FREYR or any of its partners, suppliers or customers were found to be in violation of environmental, permitting or safety laws, FREYR’s reputation for building clean battery cells from an ethically- and sustainably-sourced supply chain could be harmed, potentially resulting in significant damage to its brand.

FREYR’s manufacturing process will have hazards such as but not limited to hazardous materials, machines with moving parts, and high voltage and/or high current electrical systems typical of large manufacturing equipment and related safety incidents. There may be safety incidents that damage machinery or product, slow or stop production, or harm employees. Consequences may include litigation, regulation, fines, increased insurance premiums, mandates to temporarily halt production, workers’ compensation claims, or other actions that impact FREYR’s brand, finances, or ability to operate.

International trade policies may impact demand for FREYR’s products and its competitive position.

Government policies on international trade and investment such as sanctions, import quotas, capital controls or tariffs, whether adopted by non-governmental bodies, individual governments or addressed by regional trade blocs, may affect the demand for FREYR’s battery cells, impact its competitive position or prevent FREYR from being able to sell products to certain customers or in certain countries. The implementation of more protectionist trade policies, such as more detailed inspections, higher tariffs, or new barriers to entry, in countries where FREYR sells products could negatively impact FREYR’s business, prospects and results of operations. For example, a government’s adoption of trade sanctions or “buy national” policies or retaliation by another government against such policies could have a negative impact on FREYR’s results of operations.

Possible new tariffs on materials and components used to manufacture FREYR’s battery cells could have a material adverse effect on FREYR’s business.

FREYR’s business is dependent on the availability of components necessary to develop and manufacture its battery cells, particularly cathode and anode materials. Although FREYR expects to obtain such components from Norwegian or other Nordic suppliers, it may be necessary to develop relationships with suppliers in other regions. Any tariffs imposed on the import of components to Norway could lead to price fluctuations and periodic delays in the delivery of such components. Disruptions in the supply of components could temporarily impair FREYR’s ability to manufacture battery cells or require FREYR to pay higher prices in order to obtain these materials or components from other sources, which could affect FREYR’s business, prospects and results of operations.

From time to time, FREYR may be involved in legal proceedings and commercial or contractual disputes, which could have an adverse impact on FREYR’s profitability and consolidated financial position.

FREYR may be involved in legal proceedings and commercial or contractual disputes that, from time to time, are significant. These are typically claims that arise in the normal course of business including, without limitation, commercial or contractual disputes, including warranty claims and other disputes with potential customers and suppliers, intellectual property matters, personal injury claims, environmental issues, tax matters, and employment matters. For example, FREYR will be using 24M’s process technology and receiving services from 24M under an existing licensing agreement. Any disagreements or disputes with 24M that arise under the licensing agreement or otherwise may impede FREYR’s ability to maximize the benefits of this partnership and slow the development of FREYR’s battery plants.

It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material. Such claims may also negatively affect FREYR’s reputation.

Risks Relating to the Investment

Concentration of ownership among FREYR’s existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

Upon completion of the Business Combination, Pubco’s executive officers, directors and their affiliates as a group will beneficially own approximately 16.56% of Pubco outstanding ordinary shares (assuming no Redemptions and no Dissent Rights provided by the Cayman Companies Act are exercised by Alussa shareholders). As a result, these shareholders will be able to exercise a significant level of control over all matters requiring shareholder approval, including the election of directors, any amendment of the amended and restated articles of association and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.

Pubco will qualify as an “emerging growth company” and a “smaller reporting company” and will benefit from reduced disclosure requirements. Pubco cannot be certain if such reduced disclosure requirements will make its ordinary shares less attractive to investors and make it more difficult to compare Pubco’s performance with other public companies.

Pubco will qualify as an “emerging growth company,” as defined in the JOBS Act, and a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K, and intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” or “smaller reporting companies,” including not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Pubco may take advantage of exemptions applicable to “emerging growth companies” for so long as it is an “emerging growth company,” which is until the earliest of (i) the last day of the fiscal year in which the market value of Pubco’s Ordinary Shares that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of Alussa’s Units in the IPO. Pubco may take advantage of exemptions applicable to “smaller reporting companies” for as long as it is a “smaller reporting company,” which is as long as either (1) the market value of Pubco Ordinary Shares held by non-affiliates is less than $250 million as of June 30 in the most recently completed fiscal year or (2) Pubco’s annual revenue is less than $100 million during the most recently completed fiscal year and the market value of Pubco Ordinary Shares held by non-affiliates is less than $700 million as of June 30 in the most recently completed fiscal year. Pubco cannot predict if investors will find its ordinary shares less attractive because it will rely on these exemptions. If some investors find Pubco Ordinary Shares less attractive as a result, there may be a less active trading market for Pubco Ordinary Shares and its stock price may be more volatile.

As an “emerging growth company”, Pubco will elect to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows Pubco to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, Pubco’s financial statements may not be comparable to companies that comply with public company effective dates.

Pubco does not expect to declare any dividends in the foreseeable future.

Given the capital-intensive nature of the proposed business of Pubco, after the completion of the Business Combination, Pubco does not anticipate declaring any cash dividends to holders of its ordinary shares in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Pubco may redeem the unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless, and exercise of a significant number of the warrants could adversely affect the market price of Pubco Ordinary Shares.

Pubco will have the ability to redeem outstanding Pubco Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Pubco Ordinary Shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which Pubco gives proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by Pubco, Pubco may not exercise the redemption right if the issuance of the Pubco Ordinary Shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or Pubco is unable to effect such registration or qualification. Redemption of the outstanding Pubco Warrants could force you to: (i) exercise your Pubco Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Pubco Warrants at the then-current market price when you might otherwise wish to hold your Pubco Warrants or (iii) accept the nominal Redemption Price which, at the time the outstanding Pubco Warrants are called for redemption, is likely to be substantially less than the market value of your Pubco Warrants. Additionally, if a significant number of Pubco Warrant holders exercise their Pubco Warrants instead of accepting the nominal Redemption Price, the issuance of these shares would dilute other equity holders, which could reduce the market price of the Pubco Ordinary Shares.

None of the Private Placement Warrants that were issued concurrently with Alussa’s IPO or any Working Capital Warrants that may be outstanding, will be redeemable by Pubco so long as they are held by the Sponsor or its permitted transferees. Such redemption would also not apply to any Pubco Warrants issued in exchange for FREYR Warrants.

EXTRAORDINARY GENERAL MEETING OF ALUSSA SHAREHOLDERS

General

Alussa is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by its board of directors for use at the Alussa Special Meeting and at any adjournment or postponement thereof. This proxy statement/prospectus provides Alussa’s shareholders with information they need to know in order to be able to vote or instruct their vote to be cast at the Alussa Special Meeting.

Date, Time and Place

The Alussa Special Meeting will be held on __________, 2021 at 10:00 a.m., Eastern Time, via live webcast.

Purpose of the Alussa Special Meeting

At the Alussa Special Meeting, Alussa is asking holders of Alussa Ordinary Shares to:

•        consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination and the other transactions contemplated by the Business Combination Agreement (the “Business Combination Proposal”);

•        consider and vote upon a proposal to approve the Plan of Merger (the “Merger Proposal”);

•        consider and vote upon a proposal to approve the issuance of 20% or more of the issued and outstanding Pubco Ordinary Shares in connection with the financing related to the proposed Business Combination (the “Share Issuance Proposal”);

•        consider and vote upon a proposal to approve the adoption by Pubco of the 2021 Plan (the “Incentive Plan Proposal”);

•        consider and vote upon a proposal to adjourn the Alussa Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that, based upon the tabulated votes at the time of the Alussa Special Meeting, there are not sufficient votes to authorize Alussa to consummate the Business Combination and each other matter to be considered at the Alussa Special Meeting or if holders of the Public Shares have elected to redeem an amount of Public Shares such that the Minimum Cash Condition would not be satisfied (the “Adjournment Proposal”).

Recommendation of the Alussa Board of Directors

The board of directors of Alussa has unanimously determined that the Business Combination Proposal is fair to and in the best interests of Alussa and its shareholders; has unanimously approved the Business Combination Proposal; and unanimously recommends that shareholders vote “FOR” the Business Combination Proposal; “FOR” the Merger Proposal; “FOR” the Share Issuance Proposal; “FOR” the Incentive Plan Proposal; and “FOR” the Adjournment Proposal, if presented to the meeting.

Record Date; Outstanding Shares; Shareholders Entitled to Vote

Alussa has fixed the close of business on April 30, 2021 as the “Record Date” for determining Alussa shareholders entitled to notice of and to attend and vote at the Alussa Special Meeting. As of the close of business on the Record Date, there were 35,937,500 Alussa Ordinary Shares outstanding and entitled to vote. Each Alussa Ordinary Share is entitled to one vote per share at the Alussa Special Meeting.

Pursuant to agreements with Alussa and FREYR, the Founder Shares held by the Alussa Initial Shareholders, and any Alussa Ordinary Shares acquired in the aftermarket by such shareholders, will be voted in favor of the Business Combination Proposal, the Merger Proposal and the other proposals presented at the Alussa Special Meeting.

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 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 Warrant, as applicable, immediately prior to the Norway Effective Time.

Escrow Shares

At or prior to the First Closing Date, Pubco, the Purchaser Representative, the Shareholder Representative and the Escrow Agent shall enter into the Escrow Agreement, effective as of the Second Closing Date, pursuant to which Pubco shall cause to be delivered to the Escrow Agent at the Second Closing the Escrow Shares. Such Escrow Shares shall serve as partial security for the Major Shareholders’ obligations after the Closings in respect of indemnification and leakage. For additional information, see “— 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 (as defined in the Business Combination Agreement) 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 (5th) 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. See “— Material Adverse Effect” below. 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.

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 (6) 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 Alussa, the Purchaser Representative or their respective Representatives with respect thereto.

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 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 (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 (as defined below)). After the Escrow Shares are exhausted, each Major Shareholder’s indemnification obligation will be determined by reference to the Shareholder Pro Rata Percentage (as defined below).

The “Major Shareholder Pro Rata Percentage” is, with respect to each Major Shareholder, a percentage equal to (i) the number of shares held by such Major Shareholder immediately prior to the Second Closing, divided, by (ii) the aggregate number of shares held by all such Major Shareholders prior to the Second Closing.

The “Shareholder Pro Rata Percentage” is, with respect to each FREYR shareholder (other than the Company Preferred Share Transferors), a percentage equal to (i) the number of Exchange Shares to which such FREYR shareholder is entitled pursuant to the Business Combination Agreement, divided by (ii) the number of Exchange Shares to which all FREYR shareholders are entitled pursuant to the Business Combination Agreement, disregarding the escrow mechanics.

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 (as defined under the Business Combination Agreement).

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 fact, event, occurrence, change 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 Agreements to which they are parties or bound or to perform their obligations thereunder.

However, in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has or may, would or could have occurred a “Material Adverse Effect”:

(a)     general changes in the financial or securities markets or general economic or political conditions globally or in the countries or regions in which such person or any of its subsidiaries do business;

(b)    changes, conditions or effects that generally affect the industries in which such person or any of its subsidiaries principally operate;

(c)     any proposal, enactment or change in interpretation of, or other change in, applicable law, GAAP or other applicable accounting principles or mandatory changes in the regulatory accounting requirements applicable to any industry in which such person and its subsidiaries principally operate;

(d)    any outbreak or any development, change, worsening or escalation of hostilities (whether or not armed), acts of war (whether or not declared), sabotage or terrorism;

(e)     any act of God, hurricane, tornado, flood, volcano, earthquake or other natural or manmade disaster, including any effects of the COVID-19 epidemic;

(f)     changes attributable to the public announcement or pendency of the transactions contemplated hereby;

(g)    any failure in and of itself to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this exception shall not prevent a determination that any change, event, or occurrence underlying such failure has resulted in a Material Adverse Effect; or

(h)    any action required by the terms of the Business Combination Agreement or the transactions contemplated hereby or otherwise consented to in writing by Alussa.

Any event, occurrence, fact, condition, or change referred to in (a) - (e) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate effect on such person or any of its subsidiaries compared to other participants in the industries and geographic locations in which such person or any of its subsidiaries primarily conducts its businesses.

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 by FREYR

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 (as applicable) 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:

•        amend, waive or otherwise change, in any respect, its or its subsidiaries’ governing documents or form or cause to be formed any new subsidiary

•        authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities, or permit the cashless conversion or exercise of any of its securities and any other equity-based awards; provided that FREYR shall be permitted to (a) issue equity securities pursuant to the Funding Commitment Letter, (b) commit to grant options which will be exchanged against 2,200,000 Pubco Options in accordance with the contemplated terms of and pursuant to the 2021 Plan and subject to receipt of any approvals required under applicable law and (c) commit to grant options which will be exchanged against up to 333,333 Pubco Options in any month in accordance with the contemplated terms of and pursuant to the 2021 Plan and subject to receipt of any approvals required under applicable law, which grants shall be made subject to the Second Closing having occurred; provided, that any individual commitment to grant options which will be exchanged in excess of 50,000 Pubco Options shall be subject to the prior written approval of Alussa (such approval not to be unreasonably withheld, conditioned or delayed); and, provided, further, that in respect of any conditional grant in respect of (b) and (c), in the event that the Second Closing does not occur, FREYR may grant options to purchase FREYR Ordinary Shares granted pursuant to the FREYR Equity Plan in such numbers and on such terms as it shall determine;

•        split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, other than pursuant to the terms of the Funding Commitment Letter and to effect the Norway Demerger;

•        (A) incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise) in excess of $100,000 or $250,000 in the aggregate other than pursuant to the terms of the Funding Commitment Letter, (B) make a loan or advance to or investment in any person in excess of $100,000 individually or $250,000 in the aggregate (other than advancement of expenses to employees in the ordinary course of business consistent with past practice), or (C) guarantee or endorse any indebtedness or obligation of any person, in any such case in excess of $100,000 individually or $250,000 in the aggregate;

•        (A) increase the wages, salaries or compensation of its employees and other service providers other than in the ordinary course of business and consistent with past practice, (B) make or commit to make any bonus payment (whether in cash, property or securities) to any employee or other service provider which exceed $100,000, (C) grant any severance, retention, change in control or termination or similar pay (other than as provided for in any written agreements in the ordinary course of business consistent with past practice or as required by applicable law), (D) establish any trust or take any other action to secure the payment of any compensation payable by FREYR, or (E) materially increase other benefits of employees generally,

or enter into, establish, amend or terminate any FREYR benefit plan with, for or in respect of any current consultant, officer, manager director or employee, in each case other than as required by applicable law, pursuant to the terms of any such benefit plan;

•        transfer, pledge or exclusively license to any person or permit to lapse or fail to preserve any material intellectual property rights;

•        modify, terminate, or waive or assign any material right under, any material contract, or enter into any contract that would be considered a material contract under the Business Combination Agreement;

•        enter into any new line of business;

•        limit the right of FREYR or any of its direct or indirect subsidiaries to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any person or grant any exclusive or similar rights to any person;

•        amend in a manner detrimental to FREYR or any of its direct or indirect subsidiaries, terminate, cancel, surrender, permit to lapse or fail to renew or use reasonable best efforts to maintain any authorization from a governmental authority or permit required for the conduct of the business of FREYR or any of its direct or indirect subsidiaries or otherwise fail to use reasonable best efforts to maintain and preserve its relationships with any governmental authority, customers, suppliers, contractors and other persons with which it has material business relations;

•        acquire, including by merger, amalgamation, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets, in each case outside the ordinary course of business consistent with past practice;

•        make capital expenditures in excess of $100,000 (individually for any project (or set of related projects) or $250,000 in the aggregate);

•        adopt a plan of complete or partial liquidation, dissolution, merger, amalgamation, consolidation, restructuring, recapitalization or other reorganization (except to the extent permitted above);

•        enter into any agreement, understanding or arrangement with respect to the voting of equity securities of FREYR;

•        take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents of any governmental authority to be obtained in connection with the Business Combination Agreement;

•        acquire any ownership interest in any real property;

•        enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any related person (other than compensation and benefits and advancement of expenses, in each case, in the ordinary course of business consistent with past practice, as reasonably necessary to conduct the business and on arm’s length terms);

•        waive, release, settle, compromise or otherwise resolve any investigation, claim, action, litigation or other legal proceedings, other than such actions which result in the Company being obligated to pay monetary damages in an amount less than $100,000;

•        make or rescind any material election relating to taxes (other than elections made in the ordinary course of business), settle any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to taxes, file any material amended tax return or claim for refund in a manner inconsistent with past practice (including surrendering any right to a refund), or make any material change in its accounting or tax policies or procedures; or

•        authorize or agree to do any of the foregoing actions.

Conduct of Business by Alussa, Pubco and Merger Subs

During the Interim Period and except as expressly contemplated by the Business Combination Agreement and the Ancillary Agreements, Alussa, Pubco and the Merger Subs shall each (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, none of Alussa, Pubco or the Merger Subs shall:

•        amend, waive or otherwise change, in any respect, its governing documents, except to the extent required by applicable law;

•        authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities (including the ability for the Sponsor to make working capital loans to Alussa (including pursuant to the Loan Note), up to $1,500,000 of which loans may be converted into warrants, at the price of $1.00 per warrant at the option of the Sponsor). On April 30, 2021 the Sponsor exercised its option to convert this loan to 1,500,000 warrants;

•        split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;

•        incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise) in excess of $250,000 (individually or in the aggregate), make a loan or advance to or investment in any person, or guarantee or endorse any indebtedness, liability or obligation of any person (provided, that Alussa should not be prevented from borrowing funds necessary to finance its ordinary course administrative costs and expenses and expenses incurred in connection with the consummation of the Transactions, including any PIPE Investment);

•        amend, waive, terminate or otherwise change the Trust Agreement in any manner adverse to Alussa, FREYR or Pubco;

•        adopt a plan of complete or partial liquidation, dissolution, merger, amalgamation, consolidation, restructuring, recapitalization or other reorganization (other than with respect to the Mergers);

•        acquire, including by merger, amalgamation, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business;

•        enter into any new contracts or commitments other than contracts providing for payments by Alussa, Pubco and the Merger Subs, collectively, on an annual basis of more than $250,000 and contracts entered into in connection with the consummation of the Transactions, including any PIPE Investment;

•        take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents of any governmental authority to be obtained in connection with the Business Combination Agreement; or

•        authorize or agree to do any of the foregoing 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 funds held in the Trust Account will be 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 to, and to 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;

•        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 the 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 312.03 of the NYSE Listing Rules as soon as practicable 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 Subscription Agreements on the terms described therein, including using its reasonable best efforts to enforce its rights under the 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 FREYR 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 FREYR 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;

•        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

•        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 this 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 (which approval was received on February 16, 2021);

•        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;

•        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 Options, FREYR Warrants and EDGE Warrants, respectively, 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 Alussa, 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, the 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 U.S. Dollars ($400,000,000) in the aggregate in cash and cash equivalents, including funds in the Trust Account and any proceeds from any of 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 the First Closing which are to be released to Pubco on the Second Closing in accordance with the applicable Subscription Agreement);

•        the execution and delivery of certain closing deliverables, including (i) officers’ certificates and (ii) copies of (x) 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

•        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 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 accurate 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 or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on FREYR (provided this shall not apply to the warranties of FREYR contained in sections 7.3(a) (Capitalization) and 7.4 (Subsidiaries) of the Business Combination Agreement, which shall have been true and correct in all material respects);

•        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; and (C) 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:

(a)     by mutual written consent of Alussa and FREYR;

(b)    by written notice by Alussa or FREYR if the First Closing shall not have occurred by 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;

(c)     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;

(d)    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;

(e)     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;

(f)     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;

(g)    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;

(h)    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

(i)     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 filed as annexes to this proxy statement/prospectus or as exhibits to the registration statement of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. Shareholders and other interested parties are urged to read such Ancillary Agreements in their entirety prior to voting on the proposals presented at the extraordinary general meeting.

2021 Equity Incentive Plan of Pubco

In connection with the Business Combination, Pubco shall adopt, prior to or effective upon the Second Closing, the 2021 Equity Incentive Plan or “2021 Plan,” subject to Alussa shareholder approval, prior to the Second Closing, in order to facilitate the grant of equity awards to attract, retain and incentive employees (including the named executive officers), independent contractors and directors of Pubco and its affiliates, which is essential to Pubco’s long-term success. For additional information about the 2021 Plan, please see the section titled “The Incentive Plan Proposal” in this proxy statement/prospectus.

Lock-Up Agreements

As of the date of the Business Combination Agreement, certain FREYR shareholders, Pubco and Purchaser Representative entered into Lock-Up Agreements, a form of which is attached to the accompanying proxy statement/prospectus as Annex E.

Pursuant to the Lock-Up Agreement, effective as of the Second Closing Date, and subject to certain limited exceptions (including with respect to the ability of some shareholders to pledge their shares as a part of commercial lending arrangements), 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 or warrants exchanged into options or warrants of Pubco), during the period commencing from the Second Closing and ending on the earliest of (a) one (1) year after the Second Closing Date, (b) a date subsequent to the Second Closing Date, if the last sale price of the Pubco Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Second Closing Date and (c) the date on which Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of Pubco’s shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities or other property. The FREYR 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.

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 (a copy of which is attached to the accompanying proxy statement/prospectus as Annex F) 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 and Shareholder Representative, can demand that Pubco register 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.

Subscription Agreements

In connection with the execution of the Business Combination Agreement, Alussa entered into subscription agreements with Pubco and various investors (a copy of which is attached to the accompanying proxy statement/prospectus as Annex G) (the “Subscription Agreements”), pursuant to which such investors will collectively have committed to subscribe to 60,000,000 Pubco Ordinary Shares at the Second Closing for a subscription price of $10.00 per share, representing aggregate gross proceeds of $600 million. The obligation of the parties to consummate the subscription 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 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.

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 Alussa Ordinary Shares as of the date of the Business Combination Agreement (the “Purchaser Shareholder Irrevocable Undertakings”) (a copy of which is attached to the accompanying proxy statement/prospectus as Annex H), 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.

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 (the “FREYR Shareholder Irrevocable Undertakings”) (a copy of which is attached to the accompanying proxy statement/prospectus as Annex I), 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.

Company Preferred Share Acquisition Agreement

Simultaneously with the execution of the Business Combination Agreement, Encompass Capital Master Fund LP, BEMAP Master Fund Ltd. and Encompass Capital E L Master Fund L.P., in each case managed by Encompass (the “Company Preferred Share Transferors”) have entered into the preferred share acquisition agreement (the “Company Preferred Share Acquisition Agreement”) with Pubco (a copy of which is attached to the accompanying proxy statement/prospectus as Annex J), 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 preferred shares in Norway Merger Sub 1 held by the Company Preferred Share Transferors at the Second Closing.

Escrow Agreement

In connection with the execution of the Business Combination Agreement, Pubco, the Purchaser Representative and the Shareholder Representative shall enter into an escrow agreement with the Escrow Agent at or prior to the First Closing and effective as of the Second Closing. Under the terms of the Escrow Agreement, Pubco shall cause to be delivered to the Escrow Agent at the Second Closing the Escrow Shares (which Escrow Shares would have otherwise been deliverable to the Major Shareholders at the Second Closing), with the Escrow Shares, along with any dividends, distributions and other earnings thereon and other Escrow Property, to be held by the Escrow Agent in a segregated escrow account. 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. The Escrow Shares shall serve as partial security for the Major Shareholders’ obligations after the Second Closing with respect to 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.

Background of the Business Combination

Alussa is a blank check company incorporated as a Cayman Islands exempted company on June 13, 2019 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Alussa and one or more businesses. Alussa’s business strategy is to identify and acquire a business that would benefit from Alussa’s executive and operational expertise and presents potential for an attractive risk-adjusted return profile with Alussa’s stewardship. The ultimate goal of this business strategy is to maximize shareholder value. The proposed Business Combination was the result of an extensive search for a potential transaction utilizing the broad network of contacts and corporate relationships developed by Alussa management. The terms of the Business Combination Agreement are the result of extensive negotiations between the Alussa management team and FREYR management team and representatives. The following is a brief description of the material background of these negotiations, the Business Combination and related transactions.

On November 29, 2019, Alussa consummated its IPO and the sale of 8,000,000 Private Placement Warrants. The underwriters elected to fully exercise their over-allotment option, so Alussa sold an additional 3,750,000 Alussa Units and 750,000 Private Placement Warrants. In connection with Alussa’s IPO, BTIG, LLC (“BTIG”) and I-Bankers Securities, Inc. acted as capital markets advisors to Alussa, Ellenoff Grossman & Schole LLP (“EGS”) acted as U.S. legal advisor to Alussa and Appleby (Cayman) Ltd. acted as Cayman Islands legal advisor to Alussa.

Following the closing of the IPO, Alussa commenced an active search for potential target businesses or assets to acquire for the purpose of consummating its initial business combination. It reviewed self-generated ideas, explored ideas with the underwriters from its IPO, and contacted, and were contacted by, a number of individuals and entities with respect to hundreds of business combination opportunities. As part of this process, Alussa management considered and evaluated over 75 potential acquisition targets focusing primarily in the energy and energy transition sectors, including potential targets that were engaged in businesses involving energy sustainability or utilizing technologies that would make a positive impact on the environment.

By September 2020, Alussa had engaged in due diligence and discussions directly with the senior executives, shareholders or sponsors of six alternative target opportunities, other than FREYR (the “Other Potential Acquisitions”), including target opportunities in the renewable power generation, the low-emissions power generation, lithium-ion battery supply chain and alternative fuel markets. In several cases, Alussa presented term sheets and letters of intent describing the structure or principal terms of potential business combinations. As part of its acquisition strategy, Alussa did not engage in transactions in competitive or auction situations, but instead focused on bilateral discussions with the key decision makers of each of the Other Potential Acquisitions regarding a potential transaction.

The Alussa board ultimately determined that the Business Combination with FREYR was the most attractive potential transaction for Alussa. The decision to ultimately pursue the Business Combination with FREYR over the Other Potential Acquisitions was generally the result of, but not limited to, one or more of the following reasons:

•        the Other Potential Acquisitions did not fully meet Alussa’s investment criteria which formed the basis for Alussa’s evaluation of potential targets. Most notably, Alussa focused on potential targets that (i) had reached an inflection point in their business cycle; (ii) demonstrated a need for increased capital to finance their growth strategy; (iii) would benefit from the Alussa management team’s structuring expertise, insight and capital markets expertise; and (iv) demonstrated attractive high-growth prospects in the near term;

•        the determination of Alussa’s management and our Sponsor that FREYR was a more attractive opportunity than the Other Potential Acquisitions; and

•        a difference in valuation expectations between Alussa and the senior executives or shareholders of the Other Potential Acquisitions.

On April 29, 2020, Alussa and a diversified energy company (“Party A”) executed a confidentiality agreement for the parties to evaluate a potential transaction. The confidentiality agreement contained, amongst other provisions, customary non-disclosure and non-use provisions and a customary trust account waiver provision pursuant to which Party A waived any right, title, interest or claim in Alussa’s trust account and agreed not to seek recourse against Alussa’s trust account for any reason.

On May 11, 2020, Alussa received a process letter from Party A inviting Alussa to submit a non-binding offer letter with regard to a prospective transaction, with such offer letter to include, amongst other details, Alussa and its management team’s qualifications and a preliminary purchase price.

On May 28, 2020, Alussa submitted a non-binding offer letter to Party A in furtherance of a potential transaction. This offer letter included the above details requested by Party A and proposed the submission of a formal letter of intent (“LOI”) based on customary terms, including, amongst other provisions, confirmation of the purchase price, details on the effective date and an exclusivity provision. Although the offer letter was not formally terminated by either party, Party A ultimately decided not to pursue a potential transaction with Alussa following the submission of the offer letter.

On July 28, 2020, in furtherance of evaluating a potential transaction, Alussa and a hydrogen mobility company in the energy transition sector (“Party B”) executed a non-disclosure agreement, which contained, amongst other provisions, customary non-disclosure and non-use provisions and a customary trust account waiver provision pursuant to which Party B waived any right, title, interest or claim in Alussa’s trust account and agreed not to seek recourse against Alussa’s trust account for any reason. This non-disclosure agreement also did not contain a standstill provision or a so-called “don’t ask, don’t waive” provision.

In August 2020, representatives of Alussa presented the opportunity for a potential transaction with representatives of Party B in Dallas, Texas.

On August 26, 2020, Alussa and an oil and gas project management company (“Party C”) executed a LOI whereby the parties evaluated a potential transaction. The LOI with Party C included customary terms, including an exclusivity provision and a customary trust account waiver provision pursuant to which Party C waived any right, title, interest or claim in Alussa’s trust account and agreed not to seek recourse against Alussa’s trust account for any reason.

On August 27, 2020, Mr. Tom Jensen, CEO of FREYR, and Mr. Torstein Dale Sjøtveit, Executive Chairman of FREYR, met with Mr. Jarand Rystad, CEO of Rystad Energy (“Rystad”), an energy consultancy based in Oslo, Norway, and Mr. Tim Bjerkelund, a representative of Rystad, to discuss their financing plans. Rystad had been previously engaged by Alussa to aid in the target search.

On August 28, 2020, Mr. Rystad introduced the FREYR team to Mr. Daniel Barcelo, CEO of Alussa, over email. Mr. Barcelo had previously asked Mr. Rystad for introductions to European companies focused on electrification and supporting low carbon initiatives.

On August 28, 2020, Alussa and an emerging mining company focusing on potential customers in the energy transition sector (“Party D”) executed a LOI whereby the parties evaluated a potential transaction. The LOI with Party D included customary terms, including an exclusivity provision and a customary trust account waiver provision pursuant to which Party D waived any right, title, interest or claim in Alussa’s trust account and agreed not to seek recourse against Alussa’s trust account for any reason.

On September 2, 2020, FREYR and Alussa executed a non-disclosure agreement, which contained, amongst other provisions, customary non-disclosure and non-use provisions and a customary trust account waiver provision pursuant to which FREYR waived any right, title, interest or claim in Alussa’s trust account and agreed not to seek recourse against Alussa’s trust account for any reason. This non-disclosure agreement also did not contain a standstill provision or a so-called “don’t ask, don’t waive” provision.

On September 4, 2020, FREYR and Alussa held a two hour virtual meeting and management presentation in which the FREYR representatives (Messrs. Jensen, Sjøtveit and Matrai) made a presentation to the Alussa management team (Mr. Barcelo, Mr. Nick De’Ath, Ms. Sarah James, Mr. Chi Chow and Mr. Ilya Balabanovsky) on a wide range of topics, including (i) the company’s plans to approach the high growth battery market; (ii) the company’s achievements to date; (iii) the company’s goals for the subsequent 12 months, including a contemplated stock exchange listing; (iv) the company’s operational and development plan, including certain plants it intends to construct on a fast track basis; (v) the background of the key executives; (vi) the drivers for the expected market growth in batteries; (vii) the development of a supply chain for battery cells in Norway; (viii) the drivers behind the cost competitiveness and environmental sensitivity on their proposed product; (ix) company’s dual business model strategy — licensing and joint ventures; (x) an overview of the 24M technology; and (xi) the company’s five year development plan, including the Customer Qualification Plant, the Fast-Track plants and several additional gigafactories.

On September 7, 2020, Mr. Rystad spoke with Mr. Jensen regarding his impression of the first meeting and his interest in proceeding with a potential transaction. After discussing with Mr. Jensen, Mr. Rystad recommended to Mr. Barcelo that Alussa present the benefits of a business combination to FREYR, including value chain integration opportunities and potential relationships and advantages Alussa would offer as an investor.

Mr. Barcelo arranged a follow up meeting to discuss on September 10, 2020. In preparation for the meeting with FREYR, the Alussa management team (Mr. Barcelo, Mr. De’Ath, Ms. James and Mr. Chow) presented a draft of the presentation intended for FREYR to the Alussa board on September 9, 2020. The topics discussed included: (i) an overview of the Alussa team and their background; (ii) an overview of the Special Purpose Acquisition Company (“SPAC”) markets, including recent deals in the electric vehicles and related space with SPACs and the SPAC deal process; (iii) a discussion of the post-transaction capitalization; (iv) recent trading levels for comparable transactions and comparable companies; and (v) the benefits to FREYR of a partnership with Alussa, including capital markets relationships, the investment in Alussa’s sponsor by certain funds and/or separate accounts managed by Encompass and the expertise of the Alussa team and the quality of Alussa’s existing investor base.

The Alussa management team, the Alussa board and Mr. Rystad delivered the presentation to FREYR on September 10, 2020. The presentation was followed by discussion around SPACs and the business combination process.

On September 15, 2020, Alussa and a sustainable infrastructure project development company (“Party E”) executed a LOI whereby the parties evaluated a potential transaction. The LOI with Party E included customary terms, including a customary trust account waiver provision pursuant to which Party E waived any right, title, interest or claim in Alussa’s trust account and agreed not to seek recourse against Alussa’s trust account for any reason.

On September 16, 2020, the Alussa management team (Mr. Barcelo, Mr. De’Ath, Ms. James and Mr. Chow) held a discussion with representatives of FREYR (Messrs. Jensen, Sjøtveit, Matrai and Føreid) to introduce the company to representatives of Encompass, including Messrs. Todd Kantor, Brian McShane and Holt Calhoon. During the call, representatives of Encompass provided their views on the capital markets and the energy transition market and FREYR provided an overview of their strategy and business plans. Representatives of Rystad (Bjerkland) and BTIG (Evan Calio) also attended.

Following the August 2020 presentation, Alussa submitted a proposal for a business combination and an unsigned draft LOI on September 17, 2020 to Party B. The LOI with Party B included customary terms, including an exclusivity provision and a customary trust account waiver provision pursuant to which Party B waived any right, title, interest or claim in Alussa’s trust account and agreed not to seek recourse against Alussa’s trust account for any reason. After the submission of the LOI, Alussa decided not to pursue a potential transaction with Party B.

On September 18, 2020, FREYR CFO Steffen Føreid and the Alussa team discussed structure and assumptions in the company’s financial model. On September 21, 2020, Mr. Barcelo, Ms. James and Mr. Chow held a discussion with Mr. Føreid to review the financial model, discuss the capital, revenue and expense forecasts and other assumptions driving the financial projections.

The Alussa team had previously engaged Skadden, Arps, Slate, Meagher and Flom (UK) LLP (“Skadden”) as outside M&A counsel, and on September 21, 2020, began discussing the FREYR transaction and potential structuring concepts for a transaction with representatives of the firm.

On September 22, 2020, Mr. Rystad discussed the potential for an Alussa transaction with Mr. Jensen, which Mr. Rystad communicated to Alussa’s management. In particular, Mr. Rystad noted Mr. Jensen’s belief that the company’s alternative to a transaction with Alussa was an equity raise on the Merkur Market in Norway or a private placement in Norway (potentially in conjunction with the equity raise on the Merkur Market). However, Mr. Jensen indicated that should an Alussa offer be based on a competitive valuation and not include any off-market terms, the board of FREYR would be inclined to accept an Alussa offer. Mr. Jensen informed Mr. Rystad that one of the key elements for FREYR was the length of time before the capital was available, as they required capital in the short-term to ensure that they could execute their business plan.

On September 23, 2020, Alussa sent FREYR a draft letter of intent (“LOI”), a valuation analysis based on the company’s financial model and common valuation metrics and a discussion of the SPAC transaction process. On September 24, 2020, the FREYR, Alussa and BTIG teams reviewed the LOI and valuation materials together.

On September 25, 2020, the FREYR board discussed a possible transaction with Alussa. FREYR management and Mr. Sjøtveit were authorized by the board to negotiate a LOI with the best possible terms. Management informed the Board that it had engaged Advokatfirmaet BAHR (“BAHR”) as Norwegian outside counsel to FREYR.

The LOI proposed a 90-day exclusivity period during which FREYR would agree to forgo conversations with alternative sources of capital to work towards a combination with Alussa. The transaction, as proposed, would include a PIPE Investment raise that, together with the trust proceeds from Alussa, would leave FREYR with $1.0 billion dollars in cash on its balance sheet to be used for its business plan. The valuation discussion review included a discounted cash flow analysis based on the company’s projection and a multiples-based valuation based on comparable trading companies. The valuation proposal included a $250 million valuation for the company’s equity.

On September 25, 2020, Mr. Rystad had a conversation with Mr. Sjøtveit, in which Mr. Sjøtveit expressed his support for the potential transaction, pending the incorporation of some risk mitigation elements into the transaction structure. In particular, FREYR’s alternative funding method (i.e., raising equity on the Merkur Market) would allow the company to receive cash in a much shorter timeframe, and the company was concerned about focusing on an alternate transaction without visibility or certainty of closing.

On September 25, 2020, Mr. Barcelo followed up with an email to the FREYR representatives with additional points on the benefits of a combination with FREYR, an increased valuation to $400 million, the potential for mutual exclusivity in the LOI and Alussa’s commitment to cover certain deal-related expenses.

On September 25, 2020, Mr. Barcelo, Ms. James, Mr. Chow and Mr. Balabanovsky held a discussion with Mr. Calio of BTIG to discuss valuation methodology and market valuation of comparable companies.

On September 28, 2020, Mr. Jensen responded with feedback on Mr. Barcelo’s updated proposal, including comments on the draft LOI and the following points: (i) FREYR believed a $494 million valuation was appropriate based on common valuation metrics; (ii) FREYR emphasized that retaining a “distinctly Norwegian” company was critical for its business model, so it was focused on retaining a Norwegian identity and company culture while listing on the NYSE; and (iii) FREYR explained that it would require access to a certain level of funding prior to closing to continue to execute its current business plan. Additionally, Mr. Jensen expressed that the company would look to secure funds in advance of the funds available through the Alussa combination, given the company’s near term funding needs.

These projections and valuation would eventually lead, subject to further due diligence, to a pro forma enterprise value for the FREYR business of $529 million on a pre-transaction, debt-free, cash-free basis, and an estimated post-transaction equity valuation of $1.377 billion (determined by taking into account (i) FREYR debt for borrowed money and other debt-like items, (ii) cash and cash equivalents held by FREYR and (iii) pro-forma cash and cash equivalents to the combined company in connection with the proposed transaction, including the application of (x) up to $290 million of gross proceeds from Alussa’s trust account (net of amounts required to satisfy shareholder redemptions and payment of transaction expenses) and (y) $600 million in proceeds from the proposed PIPE Investment). The initial enterprise valuation with respect to FREYR reflected in this initial set of projections was consistent with Alussa’s evaluation of the business (including Alussa’s management’s analysis of the financial results and projections provided by FREYR management) and with comparable companies in analogous markets.