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

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): May 27, 2021

 

ALUSSA ENERGY ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

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

 

PO Box 500, 71 Fort Street

Grand Cayman KY1-1106

Cayman Islands

(Address of principal executive offices, including zip code)

 

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

 

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

 

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

 

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
         
Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant   ALUS.U   The New York Stock Exchange
         
Class A Ordinary Shares, par value $0.0001 per share   ALUS   The New York Stock Exchange
         
Warrants, each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share   ALUS.WS   The New York Stock Exchange

 

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

 

Emerging growth company ☒

 

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

 

 

 

 

 

  

ADDITIONAL INFORMATION

 

FREYR Battery, a company organized under the laws of Luxembourg (“Pubco”), filed on March 26, 2021 with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (as amended, the “Registration Statement”), which includes a preliminary proxy statement of Alussa Energy Acquisition Corp., a Cayman Island exempted company (“Alussa”), and a preliminary prospectus in connection with the proposed business combination transaction (the “Business Combination”) involving Alussa, Pubco and FREYR A/S, a company organized under the laws of Norway (“FREYR”). After the Registration Statement is declared effective, the definitive proxy statement and other relevant documents will be mailed to shareholders of Alussa as of the record date established for voting on the Business Combination. Shareholders of Alussa and other interested persons are advised to read, when available, the preliminary proxy statement, and amendments thereto, and the definitive proxy statement in connection with Alussa’s solicitation of proxies for the special meetings to be held to approve the Business Combination because these documents will contain important information about Alussa, FREYR, Pubco and the Business Combination. Alussa shareholders and other interested persons will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to Alussa by contacting its Chief Executive Officer, Daniel Barcelo, c/o Alussa Energy Acquisition Corp. PO Box 500, 71 Fort Street, Grand Cayman KY1-1106, Cayman Islands, at +1(345) 949 4900.

 

Participants in the Solicitation

 

Alussa, Pubco and FREYR and certain of their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the shareholders of Alussa in favor of the approval of the Business Combination. Shareholders of Alussa and other interested persons may obtain more information regarding the names and interests in the proposed transaction of Alussa’s directors and officers in Alussa’s filings with the SEC, including Alussa’s annual report on form 10-K for the year-ended December 31, 2020, which was filed with the SEC on March 1, 2021, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Additional information regarding the interests of such potential participants will also be included in the Registration Statement and other relevant documents when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

 

No Offer or Solicitation

 

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

 

Item 7.01 Regulation FD Disclosure.

 

On May 27, 2021, Pubco filed a second amendment to the registration statement on Form S-4 with the SEC.

 

On the same date, FREYR issued a press release announcing the entry into a memorandum of understanding with Eguana Technologies Inc. for the (non-exclusive) development of battery modules for Energy Storage Systems (ESS). A copy of the press release is attached hereto as Exhibit 99.1.

  

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

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Press Release, dated May 27, 2021

 

1

 

 

SIGNATURE

 

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

 

  ALUSSA ENERGY ACQUISITION CORP.
     
  By: /s/ Daniel Barcelo
    Name:  Daniel Barcelo
    Title: Chief Executive Officer and President
     
Dated: May 27, 2021    

 

 

2

 

Exhibit 99.1

 

 

News Release

 

May 27, 2021

 

FREYR and Eguana Sign MoU for Joint Development of Battery Modules and supply of FREYR Battery Cells for Rapidly Growing ESS Markets

 

FREYR AS and Eguana Technologies Inc. have signed a Memorandum of Understanding (MoU) for (non-exclusive) development of battery modules with superior cost and performance for Energy Storage Systems (ESS), including the supply of clean low-cost battery cells made with at FREYR’s production facilities under development in Mo i Rana, Norway.

 

Eguana, based in Calgary, Canada, designs and manufactures grid interactive ESS solutions based on proprietary power control technology for residential, commercial and industrial use. Under the MoU FREYR intends to engage Eguana in designing and producing cost-optimized, standardized battery modules utilizing FREYR’s clean, low cost battery cells based on 24M’s innovative cell design and production process. FREYR will also hold licensing rights to produce the Eguana developed modules for other customers. The new modules will be designed for easy integration into existing and new energy storage systems developed by third-party integrators, developers or power utilities. Eguana intends to integrate modules from FREYR into its range of ESS products over the next five years.

 

“By combining FREYR’s clean, low-cost battery cells and Eguana’s state-of-the-art module designs and packaging solutions, we will further drive down the cost of ESS solutions and support mass-deployment in both grid and off-grid systems. The global ESS market is increasingly set for rapid growth in the coming years. We are well-positioned to capture that growth by proactively partnering with best-in-class technology providers to offer battery solutions with superior cost and performance, made with renewable energy and strong local supply chains,” said Tom Jensen, CEO of FREYR.

 

“FREYR is ambitiously building up to 43 GWh of cell capacity by 2025 using next generation semisolid lithium technology from 24M with a localized and decarbonized manufacturing supply chain delivering improved battery cell economics and safety. Vertical integration of our battery supply chain is a key focus area in the coming years and the development team is excited to design and build cutting edge battery modules with FREYR battery cells for Eguana product solutions while opening additional channel opportunities in the commercial and industrial energy storage markets,” commented Justin Holland, The CEO of Eguana.

 

Rystad Energy reported on May 14th that it modeled a roadmap to meet the latest climate ambitions in the USA and estimated that about 1800 GWh of batteries or flexible sources is needed to back-up solar and wind by 2030.

 

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

 

  

 

On 29 January 2021, FREYR announced that it will become a publicly listed company through a business combination with Alussa Energy, raising approximately $850 million in equity proceeds to accelerate the development of up to 43 GWh clean battery cell manufacturing capacity in Norway. Subject to closing conditions being met, the combined company will be named “FREYR Battery” ("Pubco") and its common stock is expected to start trading on the New York Stock Exchange under the ticker symbol FREY upon closing, expected in the second quarter of 2021. On 16 February 2021, the extraordinary general meeting of FREYR approved the business combination. Alussa Energy expects its Special Meeting to approve the business combination to take place during the second quarter of 2021.

 

***

 


About FREYR AS

 

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

 

About Alussa Energy Acquisition Corp.

 

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

 

About Eguana Technologies Inc.

 

Based in Calgary, Alberta Canada, Eguana Technologies (EGT: TSX.V) (OTCQB: EGTYF) designs and manufactures high performance residential and commercial energy storage systems. Eguana has two decades of experience delivering grid edge power electronics for fuel cell, photovoltaic and battery applications, and delivers proven, durable, high quality solutions from its high capacity manufacturing facilities in Europe, Australia and North America. With thousands of its proprietary energy storage inverters deployed, Eguana is one of the leading suppliers of energy storage systems for solar self-consumption, grid services and demand charge applications at the grid edge. To learn more, visit www.EguanaTech.com or follow us on Twitter @EguanaTech

 

Contact details:

 

FREYR AS

Tom Einar Jensen, CEO tom.jensen@freyrbattery.com
Steffen Føreid, CFO steffen.foreid@freyrbattery.com
Hilde Rønningsen, Director of Communications hilde.ronningsen@freyrbattery.com

 

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

 

  

 

Alussa 

Chi Chow, Strategy & Investor Relations, +1 929-303-6514, cchow@alussaenergy.com

 

Eguana Technologies  

Justin Holland, CEO, +1416-728-7635, Justin.Holland@EguanaTech.com

 

Forward-looking statements

 

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

 

No Offer or Solicitation

 

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

 

No Assurances

 

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

 

Important Information about the Transaction and Where to Find It

 

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

 

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