DEFM14A 1 defm14a0521_alussaenergy.htm DEFINITIVE INFORMATION STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

SCHEDULE 14A

___________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant

 

Filed by a Party other than the Registrant

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to §240.14a-12

Alussa Energy Acquisition Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

No fee required.

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

   

(1)

 

Title of each class of securities to which transaction applies:

       

 

   

(2)

 

Aggregate number of securities to which transaction applies:

       

 

   

(3)

 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

       

 

   

(4)

 

Proposed maximum aggregate value of transaction:

       

 

   

(5)

 

Total fee paid:

       

 

 

Fee paid previously with preliminary materials

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

   

(1)

 

Amount Previously Paid:

       

 

   

(2)

 

Form, Schedule or Registration Statement No.:

       

 

   

(3)

 

Filing Party:

       

 

   

(4)

 

Date Filed:

       

 

 

Table of Contents

PROXY STATEMENT

To the Shareholders of Alussa Energy Acquisition Corp.:

We are pleased to enclose the proxy statement/prospectus relating to the proposed merger of Alussa Energy Acquisition Corp. (“Alussa”) with and into a newly incorporated wholly-owned subsidiary of FREYR Battery, a company incorporated under the laws of Luxembourg (“Pubco”), pursuant to a Business Combination Agreement (as may be amended or supplemented from time to time, the “Business Combination Agreement”), dated January 29, 2021, by and among Alussa, Alussa Energy Sponsor LLC (“Sponsor”), Pubco, FREYR AS (“FREYR”), ATS AS (“Shareholder Representative”), Norway Sub 1 AS (“Norway Merger Sub 1”), Norway Sub 2 AS (“Norway Merger Sub 2”), Adama Charlie Sub (“Cayman Merger Sub”) and the shareholders of FREYR named therein (the “Major Shareholders”) (the transactions contemplated by the Business Combination Agreement collectively, the “Business Combination”). If (i) the Business Combination Agreement is adopted and the Business Combination is approved by Alussa’s shareholders, (ii) the Business Combination Agreement is adopted and the Business Combination is approved by FREYR’s shareholders and (iii) the Business Combination is consummated, then (a) prior to the First Closing, FREYR’s wind farm business (the “FREYR Wind Business”) will be transferred to Sjonfjellet Vindpark Holding AS (“SVPH”), a private limited liability company to be incorporated by way of a Norwegian demerger (the “Norway Demerger”), resulting in such business becoming held by FREYR’s shareholders through SVPH, (b) at the First Closing, Alussa will merge with and into Cayman Merger Sub, with Alussa continuing as the surviving entity and a wholly owned subsidiary of Pubco (the “Cayman Merger”), (c) following the First Closing and prior to the Second Closing, Alussa will distribute all of its interests in Norway Merger Sub 1 to Pubco, (d) at the Second Closing, FREYR will merge with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity (the “Norway Merger”), (e) at the Second Closing, Pubco will acquire all preferred shares of Norway Merger Sub 1 (which will be issued in exchange for the FREYR convertible 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 and (f) at the Second Closing, Norway Merger Sub 1 will merge with and into Pubco, with Pubco continuing as the surviving entity (the “Cross-Border Merger”).

In accordance with the terms and conditions of the Business Combination Agreement and in accordance with the provisions of applicable law, as a result of the Business Combination:

(i)     Each issued and outstanding unit of Alussa (an “Alussa Unit”) immediately prior to the effective time of the Cayman Merger (the “Cayman Effective Time”) will be separated into its component parts (one Alussa Class A ordinary share and one-half of one Alussa Public Warrant);

(ii)    Each issued and outstanding Class A ordinary share and Class B ordinary share of Alussa (each an “Alussa Ordinary Share”) immediately prior to the Cayman Effective Time will be exchanged for the right of the holder thereof to receive one Pubco ordinary share (a “Pubco Ordinary Share”) or, in the case of dissenting shareholders who have properly and validly exercised (and not waived, withdrawn, lost or failed to perfect) their statutory dissenter rights (“Dissent Rights”) with respect to the Cayman Merger under the Companies Act (2021 Revision), as amended of the Cayman Islands (“Cayman Companies Act”), if any, the right to receive the fair value of such holder’s Alussa Ordinary Shares and such other rights as are granted by the Cayman Companies Act;

(iii)   Each issued and outstanding warrant of Alussa (an “Alussa Warrant”) immediately prior to the Cayman Effective Time will be exchanged for one warrant of Pubco (a “Pubco Warrant”);

(iv)   Each issued and outstanding share of FREYR, each with a nominal value of, after giving effect to the Norway Demerger, NOK 0.00993, (a “FREYR Ordinary Share”) immediately prior to the effective time of the Norway Merger will be exchanged for the right of the holder thereof to receive corresponding shares of Norway Merger Sub 1;

(v)    Each issued and outstanding share of Norway Merger Sub 1 (other than shares of Norway Merger Sub 1 held by Pubco) immediately prior to the effective time of the Cross-Border Merger will be exchanged for the right of the holder to receive a number of Pubco Ordinary Shares determined based on a formula described in the accompanying proxy statement/prospectus (the “Exchange Ratio”), which is expected to be 0.179038 Pubco Ordinary Shares; and

 

Table of Contents

(vi)   Each issued and outstanding option or warrant of FREYR (each a “FREYR Option” and “FREYR Warrant,” respectively), after giving effect to the Norway Demerger, immediately prior to the effective time of the Norway Merger, will be exchanged for the holder thereof to receive Pubco Options and Pubco Warrants, respectively, determined based on the Exchange Ratio, with the exercise price of each such Pubco Warrant and Pubco Option being equal to the exercise price of the corresponding option or warrant of FREYR in effect immediately prior to the effective time of the Norway Merger, divided by the Exchange Ratio.

As a result of the Business Combination, Pubco will become a new public company, Alussa will become a wholly-owned subsidiary of Pubco, and the legacy business of FREYR other than the FREYR Wind Business will be operated by a wholly-owned subsidiary of Pubco. The former security holders of Alussa and FREYR will become security holders of Pubco.

The total number of Pubco Ordinary Shares expected to be issued in connection with the Business Combination is 138,482,000 (based on the assumptions that FREYR Warrants and FREYR Options were all cash settled but the Alussa Warrants were still outstanding and created no dilution and no Dissent Rights provided by the Cayman Companies Act are exercised by Alussa shareholders). Holders of Alussa Ordinary Shares outstanding immediately prior to the Cayman Effective Time will hold in aggregate approximately 26% of the issued and outstanding Pubco Ordinary Shares immediately following the Business Combination (assuming no redemption of Alussa Ordinary Shares in connection with the Business Combination as permitted by the Alussa Articles, no Dissent Rights provided by the Cayman Companies Act are exercised and excluding any equity awards that may be issued under the proposed 2021 Plan following the Business Combination).

Alussa’s Units, Alussa Class A ordinary shares and Alussa Public Warrants are publicly traded on the New York Stock Exchange (the “NYSE”). Pubco will apply to list the Pubco Ordinary Shares and Pubco Warrants on the NYSE under the symbols “FREY” and “FREY WS”, respectively, upon the effective time of the Cayman Merger. All Alussa securities will cease to be listed on the NYSE upon consummation of the Business Combination.

Alussa will hold an extraordinary general meeting of Alussa shareholders (the “Alussa Special Meeting”) to consider matters relating to the proposed Business Combination. Alussa cannot complete the Business Combination unless the requisite number of Alussa shareholders and FREYR shareholders vote to adopt the Business Combination Agreement and approve the transactions contemplated thereby. Alussa is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this document.

The Alussa Special Meeting will be a completely virtual meeting of shareholders, which will be conducted via live webcast. You will be able to attend the Alussa Special Meeting online, vote and submit your questions during the Alussa Special Meeting by visiting https://www.cstproxy.com/alussaenergy/2021, and the webcast facility will allow shareholders and all other persons participating in the meeting to communicate with each other during the meeting. We are pleased to utilize the virtual shareholder meeting technology in order to (i) provide ready access and cost savings for our shareholders and Alussa, and (ii) promote social distancing pursuant to guidance provided by the Centers for Disease Control and Prevention and the U.S. Securities and Exchange Commission due to the novel Coronavirus. The virtual meeting format allows you to attend the Alussa Special Meeting from any location in the world. The virtual Alussa Special Meeting will be held on June 30, 2021 at 10:00 a.m. Eastern Time.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF ALUSSA ORDINARY SHARES YOU OWN.

If you are a holder of record of Alussa Ordinary Shares on the Record Date, to ensure your representation at the Alussa Special Meeting, please complete and return the enclosed proxy card by following the instructions contained in this proxy statement/prospectus.

Please submit your proxy promptly whether or not you expect to participate in the Alussa Special Meeting and, in any event so as to be received by Alussa, care of Morrow Sodali LLC, at 470 West Avenue, 3rd Floor, Stamford, Connecticut 06902 no later than 10:00 a.m. Eastern Time, on June 28, 2021 being 48 hours prior to the time appointed for the holding of the Alussa Special Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned Alussa Special Meeting). Submitting a proxy now will NOT prevent you from being able to vote online during the virtual meeting.

 

Table of Contents

If you hold your Alussa Ordinary Shares in “street name” or in a margin or similar account, which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must instruct your broker, bank or other nominee how to vote the shares you beneficially own in accordance with the voting instruction form you receive from your broker, bank or other nominee. If you wish to virtually attend the Alussa Special Meeting and vote, you must contact your broker, bank or other nominee to obtain a legal proxy and instructions on the procedures to be followed. Beneficial investors who own their investments through a bank or broker will need to contact Continental Stock Transfer & Trust Company to receive a control number at least 72 hours before the Alussa Special Meeting.

The Alussa board of directors has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and recommends that its shareholders vote “FOR” adoption of the Business Combination Agreement, and “FOR” the other matters to be considered at the Alussa Special Meeting.

More information about Alussa, FREYR, Pubco, the Business Combination Agreement, the Business Combination and the other transactions contemplated thereby is contained in this proxy statement/prospectus. Alussa and FREYR urge you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER THE SECTION TITLED “RISK FACTORS” BEGINNING ON PAGE 63 OF THIS PROXY STATEMENT/PROSPECTUS.

If you have any questions or need assistance voting your Alussa Ordinary Shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing ALUS.info@investor.morrowsodali.com.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination or the other transactions described in this proxy statement/prospectus or any of the securities to be issued in the Business Combination, passed upon the merits or fairness of the Business Combination or related transactions or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated June 14, 2021, and is first being mailed to shareholders of Alussa on or about June 16, 2021.

 

Very truly yours,

   

/s/ Daniel Barcelo

   

Daniel Barcelo, Chief Executive Officer of Alussa

 

Table of Contents

ALUSSA ENERGY ACQUISITION CORP.
PO Box 500, 71 Fort Street
Grand Cayman KY1-1106
Cayman Islands

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON JUNE
30, 2021

TO THE SHAREHOLDERS OF ALUSSA ENERGY ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Alussa Energy Acquisition Corp., a Cayman Islands exempted company (“Alussa”), will be held at 10:00 a.m. Eastern Time, on June 30, 2021. The meeting will be a completely virtual meeting of shareholders, which will be conducted via live webcast at the following link https://www.cstproxy.com/alussaenergy/2021. You are cordially invited to attend the virtual meeting, which will be held for the following purposes:

1)      The Business Combination Proposal — To consider and vote upon a proposal to approve (a) the Business Combination Agreement, dated as of January 29, 2021 (as may be amended from time to time, the “Business Combination Agreement”), by and among Alussa, Alussa Energy Sponsor LLC (“Sponsor”), FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, with registered office at 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 251199 (“Pubco”), FREYR AS, a company organized under the laws of Norway (“FREYR”), ATS AS (“Shareholder Representative”), Norway Sub 1 AS (“Norway Merger Sub 1”), Norway Sub 2 AS (“Norway Merger Sub 2”), Adama Charlie Sub (“Cayman Merger Sub”) and the shareholders of FREYR named therein (the “Major Shareholders”), which, among other things, provides for (i) prior to the First Closing, the transfer of FREYR’s wind farm business to Sjonfjellet Vindpark Holding AS (“SVPH”), a private limited liability company to be incorporated by way of the Norway Demerger resulting in such business becoming held by FREYR’s shareholders through SVPH, (ii) the merger of Alussa with and into Cayman Merger Sub, with Alussa continuing as the surviving entity and a wholly owned subsidiary of Pubco (the “Cayman Merger”), (iii) Alussa distributing all of its interests in Norway Merger Sub 1 to Pubco, (iv) FREYR merging with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity, (v) Pubco acquiring all preferred shares of Norway Merger Sub 1 (which will be issued in exchange for the FREYR convertible 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, and (vi) Norway Merger Sub 1 merging with and into Pubco, with Pubco continuing as the surviving entity, and (b) the transactions contemplated by such agreement (the transactions contemplated by the Business Combination Agreement collectively, the “Business Combination”) — we refer to this proposal as the “Business Combination Proposal” and a copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A;

2)      The Merger Proposal — To consider and vote upon a proposal to approve the plan of merger to be filed with the Registrar of Companies of the Cayman Islands in respect of the Cayman Merger (the “Plan of Merger”), thereby approving the Cayman Merger — we refer to this proposal as the “Merger Proposal” and a copy of the form of the Plan of Merger is attached to the accompanying proxy statement/prospectus as Annex C;

3)      The Share Issuance Proposal — To consider and vote upon a proposal to approve, for purpose of complying with the NYSE Listed Company Manual: (i) the issuance of more than 20% of the issued and outstanding Pubco Ordinary Shares (as defined herein) and the resulting change of control in connection with the Business Combination; and (ii) the issuance of up to 60,000,000 Pubco Ordinary Shares in connection with the PIPE Investment (as defined herein), upon the completion of the Business Combination;

4)      The Incentive Plan Proposal — To consider and vote upon a proposal to approve the adoption by Pubco of the 2021 Equity Incentive Plan of Pubco — we refer to this proposal as the “Incentive Plan Proposal” and a copy of the form of the 2021 Equity Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex D; and

 

Table of Contents

5)      The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, 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 available cash condition to the Closing would not be satisfied.

In connection therewith, at the Extraordinary General Meeting shareholders will be asked to consider and, if thought fit, approve the following resolutions 1, 3 and 4 as ordinary resolutions and resolution 2 as a special resolution, and only if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more of resolutions 1, 2, 3 or 4, shareholders may be asked to consider and, if thought fit, approve resolution 5 as an ordinary resolution (together, the “Resolutions”):

Resolution 1: The Business Combination Resolution

RESOLVED THAT, subject to and conditional upon the passing of resolutions 2 and 3 and as an ordinary resolution, that the entry into the Business Combination Agreement, dated as of January 29, 2021, attached to the accompanying proxy statement/prospectus as Annex A (the “Business Combination Agreement”), by and among Alussa Energy Acquisition Corp. (“Company”), Alussa Energy Sponsor LLC (“Sponsor”), FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, with registered office at 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 251199 (“Pubco”), FREYR AS, a company organized under the laws of Norway (“FREYR”), ATS AS (“Shareholder Representative”), Norway Sub 1 AS (“Norway Merger Sub 1”), Norway Sub 2 AS (“Norway Merger Sub 2”), Adama Charlie Sub (“Cayman Merger Sub”) and the shareholders of FREYR named therein (the “Major Shareholders”) and the transactions contemplated thereby (the transactions contemplated by the Business Combination Agreement collectively, the “Business Combination”) be and are approved and adopted in all respects on behalf of the Company and that the directors and officers of the Company, or persons authorized by the directors of the Company, be and are authorized and directed to execute all documents and take all necessary or desirable actions in order to effect such Business Combination.

Resolution 2: The Merger Resolution

RESOLVED THAT, subject to and conditional upon the passing of resolutions 1 and 3 and as a special resolution, the plan of merger (substantially in the form attached to the accompanying proxy statement/prospectus, as Annex C) be and is authorized, approved and adopted in all respects on behalf of the Company.

Resolution 3: The Share Issuance Resolution

RESOLVED THAT, subject to and conditional upon the passing of resolutions 1 and 2 and as an ordinary resolution, for the purposes of complying with applicable NYSE Listed Company Manual rules, the issuance of more than 20% of Pubco’s issued and outstanding ordinary shares, and 20% or more of the voting power of Pubco’s ordinary shares, in financing transactions in connection with the proposed Business Combination be and is approved in all respects.

RESOLUTION 4: THE INCENTIVE PLAN RESOLUTION

RESOLVED THAT, as an ordinary resolution and conditioned upon the passing of resolutions 1, 2 and 3, the adoption by Pubco of its 2021 equity incentive plan (substantially in the form attached to the accompanying proxy statement/prospectus, as Annex D) be and is authorized, approved and adopted in all respects.

Resolution 5: The Adjournment Resolution

RESOLVED THAT, as an ordinary resolution, this meeting stands adjourned sine die to a later date or dates to be determined by the chairman of the meeting for consideration of the business left unfinished at this meeting.

 

Table of Contents

Notes to the Notice of Extraordinary General Meeting

The items of business for the Extraordinary General Meeting are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting.

Entitlement to attend and vote

Only holders of record of Class A ordinary shares and Class B ordinary shares of Alussa at the close of business on April 30, 2021 (the “Record Date”) are entitled to notice of the Extraordinary General Meeting and to vote and have their votes counted at the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

A complete list of Alussa shareholders of record entitled to vote at the Extraordinary General Meeting will be available for ten (10) days before the meeting at Transfer Agent’s offices for inspection by shareholders during ordinary business hours for any purpose germane to the meeting.

Board recommendation

After careful consideration, Alussa’s board of directors has determined that the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal are fair to and in the best interests of Alussa and its shareholders and unanimously recommends that you vote or give instruction to 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.

Under the Business Combination Agreement, approval of each of the Business Combination Proposal, the Merger Proposal, and the Share Issuance Proposal by Alussa’s shareholders are conditions to the consummation of the Business Combination. The Business Combination Proposal, the Merger Proposal and the Share Issuance Proposal are conditioned on the approval of each other. As such, in the event that any of the Business Combination Proposal, the Merger Proposal or the Share Issuance Proposal do not receive the requisite vote for approval, then Alussa will not consummate the Business Combination. The Incentive Plan Proposal will not be submitted for shareholder vote at the Alussa Special Meeting if the Business Combination Proposal, the Merger Proposal and the Share Issuance Proposal are not approved. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Appointment of proxies

All Alussa shareholders as at the Record Date are cordially invited to attend the Extraordinary General Meeting virtually. If you are a holder of record of Alussa Ordinary Shares on the Record Date, to ensure your representation at the Extraordinary General Meeting you are still urged to complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided and, in any event so as to be received by Alussa, care of Morrow Sodali LLC, at 470 West Avenue, 3rd Floor, Stamford, Connecticut 06902 no later than 10:00 a.m. Eastern Time, on June 28, 2021 being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). In the case of joint shareholders, where more than one of the joint shareholders purports to appoint a proxy, only the appointment submitted by the most senior holder (being the first named holder in respect of the shares in Alussa’s register of members) will be accepted. If you are a holder of record of Alussa Ordinary Shares as at the Record Date, you may also attend and cast your vote virtually at the Extraordinary General Meeting. Submitting a proxy now will NOT prevent you from being able to attend and vote online during the virtual meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker, bank or other nominee on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote virtually, obtain a legal proxy from your broker, bank or other nominee. Beneficial investors who own their investments through a bank or broker will need to contact Continental Stock Transfer & Trust Company to receive a control number at least 72 hours before the Alussa Special Meeting.

In the case of a shareholder that is a natural person, the proxy card must be executed under the hand of the shareholder or his or her attorney. In the case of a shareholder that is a corporation or other non-natural person, the proxy card must be executed on its behalf by a duly authorized representative or attorney for the corporation. Any power of attorney or any other authority under which the proxy card is signed (or a duly certified copy of such power of attorney or authority) must be included with the proxy card.

 

Table of Contents

A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the Resolutions. If you return your proxy card without an indication of how you wish to vote, your shares will be voted in favor of each of the Resolutions presented at the Extraordinary General Meeting.

Changing proxy instructions

To change your proxy instructions simply complete, sign, date and return a new proxy card following the procedure set out in the notes above. Note that the cut off time for receipt of proxy appointments specified in those notes also applies in relation to amended proxy instructions. Any amended proxy appointment received after the specified cut off time will be disregarded.

Termination of proxy appointment

In order to revoke a proxy instruction you will need to send a notice clearly stating your intention to revoke your proxy appointment to Alussa, care of Morrow Sodali LLC, at 470 West Avenue, 3rd Floor, Stamford, Connecticut 06902. In the case of a shareholder that is a natural person, the revocation notice must be executed under the hand of the shareholder or his or her attorney. In the case of a shareholder that is a corporation or other non-natural person, the revocation notice must be executed on its behalf by a duly authorized representative or attorney for the corporation. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power of attorney or authority) must be included with the revocation notice.

The revocation notice must be received by Alussa no later than 10:00 a.m. Eastern Time, on June 28, 2021 being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting).

If you attempt to revoke your proxy instruction but the revocation notice is received after the time specified then your proxy will remain valid. Notwithstanding the foregoing, submitting a proxy will NOT prevent you from being able to attend and vote online during the virtual meeting. If you have submitted a proxy and attend the Extraordinary General Meeting, your proxy appointment will automatically be terminated.

Corporate representatives

A corporation or other non-natural person which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercise powers over the same share.

Shares held in “street name”

If you hold your Alussa Ordinary Shares in “street name” or in a margin or similar account, which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must instruct your broker, bank or other nominee how to vote the shares you beneficially own in accordance with the voting instruction form you receive from your broker, bank or other nominee. If you wish to virtually attend the Alussa Special Meeting and vote, you must contact your broker, bank or other nominee to obtain a legal proxy and instructions on the procedures to be followed. Beneficial investors who own their investments through a bank or broker will need to contact Continental Stock Transfer & Trust Company to receive a control number at least 72 hours before the Alussa Special Meeting.

Voting

Voting on all resolutions at the Extraordinary General Meeting will be conducted by way of a poll rather than on a show of hands. On a poll votes are counted according to the number of shares registered in each shareholder’s name, with each ordinary share carrying one vote.

Results of the voting

As soon as practicable following the Extraordinary General Meeting, the results of the voting will be announced via a regulatory information service and also placed on Alussa’s website.

 

Table of Contents

Your vote is important regardless of the number of ALUSSA ORDINARY shares you own. Whether you plan to attend the Extraordinary General Meeting or not, if you are a holder of record of Alussa Ordinary Shares on the Record Date, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided and, in any event so as to be received by Alussa, care of Morrow Sodali LLC, at 470 West Avenue, 3rd Floor, Stamford, Connecticut 06902 no later than 10:00 a.m. Eastern Time, on June 28, 2021 being 48 hours before the time appointed for the holding of the Extraordinary General Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting). If your Alussa Ordinary Shares are held in “street name” or are in a margin or similar account, which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

June 14, 2021

 

/s/ Daniel Barcelo

   
   

Daniel Barcelo

   
   

Chief Executive Officer and President

   

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT ALUSSA REDEEM YOUR SHARES FOR CASH NO LATER THAN 5:00 P.M. EASTERN TIME ON JUNE 28, 2021 (TWO (2) BUSINESS DAYS PRIOR TO THE MEETING) BY (A) DELIVERING A CONVERSION NOTICE TO ALUSSA’S TRANSFER AGENT AND (B) TENDERING YOUR SHARES TO ALUSSA’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATES TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU VOTE ON THE BUSINESS COMBINATION PROPOSAL, YOU MAY VOTE EITHER FOR OR AGAINST SUCH PROPOSAL WITHOUT AFFECTING YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF ALUSSA SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated June 14, 2021 and is first being mailed to Alussa Energy Acquisition Corp. shareholders on or about June 16, 2021.

 

Table of Contents

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

ALUSSA ENERGY ACQUISITION CORP.

PROSPECTUS FOR UP TO 35,937,500 ORDINARY SHARES
AND 24,625,000 WARRANTS OF

FREYR BATTERY

The board of directors of Alussa Energy Acquisition Corp., a Cayman Islands exempted company (“Alussa”) has unanimously approved the Business Combination Agreement, dated as of January 29, 2021 (as may be amended from time to time, the “Business Combination Agreement”), by and among Alussa, Alussa Energy Sponsor LLC (“Sponsor”), FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, with registered office at 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 251199, FREYR AS, a private limited liability company organized under the laws of Norway (“FREYR”), ATS AS (“Shareholder Representative”), Norway Sub 1 AS, a private limited liability company organized under the laws of Norway (“Norway Merger Sub 1”), Norway Sub 2 AS, a private limited liability company organized under the laws of Norway (“Norway Merger Sub 2”), Adama Charlie Sub, a Cayman Islands exempted company (“Cayman Merger Sub”) and the shareholders of FREYR named therein (the “Major Shareholders”), which, among other things, provides for (i) prior to the First Closing, the transfer of FREYR’s wind farm business (the “FREYR Wind Business”) to Sjonfjellet Vindpark Holding AS (“SVPH”), a private limited liability company under the laws of Norway to be incorporated by way of a Norwegian demerger resulting in such business becoming held by FREYR’s shareholders through SVPH (the “Norway Demerger”), (ii) the merger of Alussa with and into Cayman Merger Sub, with Alussa continuing as the surviving entity and a wholly owned subsidiary of Pubco (the “Cayman Merger”), (iii) Alussa distributing all of its interests in Norway Merger Sub 1 to Pubco, (iv) FREYR merging with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity (the “Norway Merger”), (v) Pubco acquiring all preferred shares of Norway Merger Sub 1 (which will be issued in exchange for the FREYR convertible 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 and (vi) Norway Merger Sub 1 merging with and into Pubco, with Pubco continuing as the surviving entity (the “Cross-Border Merger”) (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”).

Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination, (i) each issued and outstanding Class A ordinary share and Class B ordinary share of Alussa (each an “Alussa Ordinary Share”) immediately prior to the effective time of the Cayman Merger (the “Cayman Effective Time”) will be exchanged for the right of the holder thereof to receive one Pubco ordinary share (a “Pubco Ordinary Share”) or, in the case of dissenting shareholders who have properly and validly exercised (and not waived, withdrawn, lost or failed to perfect) their statutory dissenter rights with respect to the Cayman Merger under the Cayman Companies Act, if any, the right to receive the fair value of such holder’s Alussa Ordinary Shares and such other rights as are granted by the Cayman Companies Act (“Dissent Rights”); (ii) each issued and outstanding Private Placement Warrant and each issued and outstanding Alussa Public Warrant immediately prior to the Cayman Effective Time will be exchanged for one private warrant of Pubco (a “Pubco Private Warrant”) and one Pubco Public Warrant, respectively; (iii) each issued and outstanding unit of Alussa (an “Alussa Unit”) immediately prior to the Cayman Effective Time will be separated into its component parts (one Alussa Class A ordinary share and one-half of one Alussa Public Warrant), with each Alussa Class A ordinary share to be exchanged for one Pubco Ordinary Share as described in (i) above and each whole Alussa Public Warrant to be exchanged for one Pubco Public Warrant, as described in (ii) above; (iv) each issued and outstanding share of FREYR, after giving effect to the Norway Demerger (a “FREYR Ordinary Share”), immediately prior to the effective time of the Norway Merger will be exchanged for the right of the holder thereof to receive corresponding securities of Norway Merger Sub 1; (v) each issued and outstanding share of Norway Merger Sub 1 (other than shares of Norway Merger Sub 1 held by Pubco) immediately prior to the effective time of the Cross-Border Merger will be exchanged for the right of the holder to receive a number of Pubco Ordinary Shares determined based on a formula described in the accompanying proxy statement/prospectus (the “Exchange Ratio”), which is expected to be 0.179038 Pubco Ordinary Shares and (vi) each issued and outstanding warrant or option of FREYR (other than the Preferred Share Linked Warrants, which will be exchanged for warrants of Norway Merger Sub 1, which will in turn be cancelled), after giving effect to the Norway Demerger, immediately prior to the effective time of the Norway Merger, will be exchanged for the holder thereof to receive, respectively, Pubco Warrants and Pubco Options determined based on the Exchange Ratio, with the exercise price of each such Pubco Warrant and Pubco Option being equal to the exercise price of the corresponding option or warrant of FREYR in effect immediately prior to the effective time of the Norway Merger, divided by the Exchange Ratio. This proxy statement/prospectus covers the issuance by Pubco of the securities described in items (i) to (iii) above, consisting of an aggregate of 35,937,500 Pubco Ordinary Shares to the existing Alussa shareholders, 24,625,000 Pubco Warrants to the existing Alussa warrant holders and 24,625,000 Pubco Ordinary Shares issuable upon exercise of such Pubco Warrants. The Pubco Warrants will be exercisable upon 30 days after the completion of the Business Combination.

As a result of the Business Combination, Pubco will become a new public company, Alussa will become a wholly-owned subsidiary of Pubco, and the legacy business of FREYR other than the FREYR Wind Business will be operated by a wholly-owned subsidiary of Pubco. The former security holders of Alussa and FREYR will become security holders of Pubco. As a result of the Business Combination, assuming that no shareholders of Alussa elect to redeem their Public Shares for cash in connection therewith as permitted by the Alussa Articles or exercise their Dissent Rights in accordance with the Cayman Companies Act, the former shareholders of Alussa and FREYR will own approximately 26% and 28%, respectively, of the Pubco Ordinary Shares to be outstanding immediately after the Business Combination. If 94% of Alussa’s Class A ordinary shares are redeemed, such percentages will be approximately 9% and 35%, respectively.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Extraordinary General Meeting of Alussa scheduled to be held at 10:00 a.m. Eastern Time on June 30, 2021 (the “Alussa Special Meeting”).

Alussa Units, Alussa Ordinary Shares and Alussa Warrants are currently listed on the NYSE under the symbols “ALUS.U”, “ALUS”, and “ALUS.WS”, respectively. Pubco will apply for listing, to be effective at the time of the First Closing, of the Pubco Ordinary Shares and the Pubco Warrants on the NYSE under the proposed symbols FREY and FREY WS, respectively. There is no assurance that Pubco will be able to satisfy NYSE listing criteria necessary for listing or will be able to continue to satisfy such criteria following the consummation of the Business Combination. Pubco will not have units traded following the consummation of the Business Combination.

Each of Alussa and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting company” as defined in Item 10(f)(1) or Regulation S-K and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus does not serve as a prospectus for the Pubco securities that FREYR shareholders will receive in the Business Combination, as such shares will be offered to such holders in an offering exempt from the registration requirements of the Securities Act of 1933.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Alussa Special Meeting. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 63 of this proxy statement/prospectus for a discussion of information that should be considered before voting on the proposed Business Combination and each of the other matters to be presented at the Alussa Special Meeting.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination or the other transactions described in this proxy statement/prospectus or any of the securities to be issued in the Business Combination, passed upon the merits or fairness of the Business Combination or related transactions or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated June 14, 2021, and is first being mailed to Alussa security holders on or about June 16, 2021.

 

Table of Contents

TABLE OF CONTENTS

 

Page

About this Proxy Statement/Prospectus

 

1

Industry and Market Data

 

1

Frequently Used Terms

 

2

Summary of the Material Terms of the Business Combination

 

7

Cautionary Note Regarding Forward-Looking Statements

 

10

Summary of Risk Factors

 

13

Questions and Answers about the Proposals

 

15

Summary of the Proxy Statement/Prospectus

 

28

Selected Historical Financial Information

 

38

Selected Unaudited Pro Forma Condensed Combined Financial Information

 

40

Risk Factors

 

63

Extraordinary General Meeting of Alussa Shareholders

 

98

The Business Combination Proposal

 

103

Unaudited Pro Forma Condensed Combined Financial Statements

 

154

The Merger Proposal

 

166

The Share Issuance Proposal

 

168

The Incentive Plan Proposal

 

169

The Adjournment Proposal

 

177

Information Related to Pubco

 

178

Other Information Related to Alussa

 

179

Alussa’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

189

Industry Overview

 

194

Information about FREYR

 

197

Selected Financial Information of FREYR

 

208

FREYR’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

209

Management of Pubco Following the Business Combination

 

223

Executive Compensation

 

230

Beneficial Ownership of Securities

 

240

Certain Relationships and Related Person Transactions

 

247

Description of Pubco Securities

 

255

Securities and Dividends

 

266

Appraisal Rights

 

266

Shareholder Proposals

 

267

Other Shareholder Communications

 

267

Experts

 

267

Legal Matters

 

267

Enforcement of Civil Liabilities

 

268

Delivery of Documents to Shareholders

 

270

Where You Can Find More Information

 

270

Index to Financial Statements

 

F-1

i

Table of Contents

ii

Table of Contents

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission, or SEC, by Pubco (File No. 333-254743), constitutes a prospectus of Pubco under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Pubco Ordinary Shares to be issued to Alussa shareholders, the Pubco Warrants to be issued to Alussa Warrant holders and the Pubco Ordinary Shares underlying such Pubco Warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Alussa Special Meeting at which Alussa shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Pubco, Alussa or FREYR. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Pubco, Alussa or FREYR since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, FREYR relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. FREYR has supplemented this information where necessary with its own internal estimates, considering publicly available information about other industry participants and FREYR management’s best view as to information that is not publicly available. This information appears in “FREYR’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview,” “Information about FREYR” and other sections of this proxy statement/prospectus. FREYR has taken such care as we consider reasonable in the extraction and reproduction of information from such data from third party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

1

Table of Contents

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms the “Company” and “FREYR” refer to FREYR AS, a company organized under the laws of Norway, and their consolidated subsidiaries, and the term “Alussa” refers to Alussa Energy Acquisition Corp., a Cayman Islands exempted company. “Pubco” refers to FREYR Battery, a newly incorporated Luxembourg company.

In this document:

“2021 Plan” means the 2021 Equity Incentive Plan of Pubco.

“24M” means 24M Technologies, Inc., a Delaware corporation.

“24M License” means the license and services agreement with 24M, dated December 15, 2020, as amended.

“Adjournment Proposal” means a proposal to adjourn the Alussa Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Alussa Special Meeting, 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.

“Alussa” means Alussa Energy Acquisition Corp., a Cayman Islands exempted company.

“Alussa Articles” means the Amended and Restated Memorandum and Articles of Association of Alussa adopted on November 25, 2019.

“Alussa Initial Shareholders” means holders of Founder Shares prior to the IPO, including the Sponsor and certain directors of Alussa.

“Alussa Ordinary Shares” means Alussa’s Class A ordinary shares and Class B ordinary shares.

“Alussa Public Warrant” means each whole warrant (other than the Private Placement Warrants), entitling the holder thereof to purchase one Alussa Class A ordinary share at a price of $11.50 per share as issued by Alussa as part of its initial public offering on November 25, 2019.

“Alussa Special Meeting” means the Extraordinary General Meeting of Alussa, to be held virtually on June 30, 2021 at 10 a.m. Eastern Time.

“Alussa Units” means the Alussa units issued in the IPO, each consisting of one Class A ordinary share and one-half of one Alussa Public Warrant.

“Alussa Warrants” means Private Placement Warrants and Alussa Public Warrants, collectively.

“Ancillary Agreements” means certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, including the 2021 Plan, the Subscription Agreements, the Registration Rights Agreement, Purchaser Shareholder Irrevocable Undertakings, the FREYR Shareholder Irrevocable Undertakings, the Company Preferred Share Acquisition Agreement and the Lock-Up Agreements.

“Base Consideration” means $410,550,000.

“Broker Non-Vote” means the failure of a person, who holds its shares in “street name” through a broker, bank or other nominee, to give voting instructions to such broker, bank or other nominee.

“Business Combination” or “Transactions” means the Mergers and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of January 29, 2021, as it may be amended from time to time, by and among Alussa, the Purchaser Representative, FREYR, the Shareholder Representative, Pubco, the Merger Subs and the Major Shareholders.

2

Table of Contents

“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Business Combination.

“Cayman Companies Act” means the Companies Act (2021 Revision), as amended, of the Cayman Islands.

“Cayman Effective Time” means the effective time of the Cayman Merger.

“Cayman Merger” means the merger pursuant to the terms of the Business Combination Agreement and the Plan of Merger whereby Alussa will merge with and into Cayman Merger Sub, with Alussa continuing as the surviving entity.

“Cayman Merger Sub” means Adama Charlie Sub, an exempted company incorporated under the laws of the Cayman Islands.

“Class A ordinary shares” means the class A ordinary shares of Alussa, par value $0.0001 per share.

“Class B ordinary shares” means the class B ordinary shares of Alussa, par value $0.0001 per share.

“Closing” means the closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Preferred Share Transferors” means Encompass Capital Master Fund LP, BEMAP Master Fund Ltd. and Encompass Capital E L Master Fund L.P.

“Cross-Border Effective Time” means the effective time of the Cross-Border Merger.

“Cross-Border Merger” means the merger pursuant to the terms of the Business Combination Agreement whereby Norway Merger Sub 1 will merge with and into Pubco, with Pubco continuing as the surviving entity.

“Dissent Rights” means the right of each holder of record of Alussa Ordinary Shares to dissent in respect of the Cayman Merger pursuant to Section 238 of the Cayman Companies Act.

“Dissenting Alussa Ordinary Shares” means Alussa Ordinary Shares that are (i) issued and outstanding immediately prior to the Cayman Effective Time and (ii) held by holders who have validly exercised their rights to dissent from the Cayman Merger in accordance with Section 238 of the Cayman Companies Act (and not waived, withdrawn, lost or failed to perfect such rights).

“Dissenting Alussa Shareholders” means holders of Dissenting Alussa Ordinary Shares.

“EDGE Global” means EDGE Global LLC.

“Encompass” means Encompass Capital Advisors LLC.

“Equity Consideration” means the Base Consideration plus or minus the Legal Cost Adjustment (as applicable).

“Escrow Agent” means Continental Stock Transfer & Trust Company, designated escrow agent for the Escrow Shares.

“Escrow Agreement” means the Escrow Agreement for the Escrow Shares among Pubco, the Purchaser Representative, the Shareholder Representative and the Escrow Agent, in form and substance consistent with the Business Combination Agreement and otherwise reasonably acceptable to the parties.

“Escrow Shares” means the Pubco Ordinary Shares (valued at the lower of (i) the Redemption Price and the (ii) PIPE Price) otherwise issuable to the Major Shareholders at the Second Closing equal to 5% of the Base Consideration to be set aside in escrow and delivered to the Escrow Agent at the Closing, with such Escrow Shares, and any dividends, distributions or other earnings thereon, to be used as partial security for indemnification claims under the Business Combination Agreement and Leakage adjustments.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“First Closing” means the consummation of the Cayman Merger in accordance with the terms and subject to the conditions of the Business Combination Agreement.

3

Table of Contents

“First Closing Date” means the date on which the First Closing actually occurs.

“Founder Shares” means Class B ordinary shares of Alussa initially purchased by the Sponsor in a private placement prior to the IPO, of which 7,187,500 are currently outstanding.

“FREYR Ordinary Shares” means 209,196,827 ordinary shares of FREYR, each with a par value of, after giving effect of the Norway Demerger, NOK 0.00993 per share.

“FREYR Preferred Shares” means the convertible preferred shares of FREYR, each with a par value of NOK 0.01 prior to the First Closing.

“holder of record” means in relation to an Alussa Ordinary Share a person whose name is entered in Alussa’s register of members as the holder of such Alussa Ordinary Share.

“Incentive Plan Proposal” refers to the proposal to approve the adoption of the 2021 Plan by Pubco.

“Interim Period” means the period between the signing of the Business Combination Agreement and the earlier of the Second Closing or the termination of the Business Combination Agreement in accordance with its terms.

“IPO” means the initial public offering of Alussa Units consummated on November 29, 2019.

“IRS” means the Internal Revenue Service of the United States.

“Legal Cost Adjustment” means (i) to the extent the legal costs incurred in connection with the Transactions by FREYR up to the Second Closing Date (“FREYR Legal Costs”) exceed $5,500,000, an amount equal to the FREYR Legal Costs minus $5,500,000 (which amount shall be deducted from the consideration above) and (ii) to the extent the FREYR Legal Costs are less than $2,500,000, an amount equal to $2,500,000 minus the FREYR Legal Costs.

“Lock-Up Agreements” mean the lock-up agreements, between (i) on the one hand, Pubco and (ii) on the other hand, Alussa or certain of the Major Shareholders, dated January 29, 2021.

“Major Shareholders” means those certain shareholders of FREYR as set forth in the Business Combination Agreement, which include (i) ATS AS (in its capacity as a Major Shareholder), (ii) EDGE Global and (iii) entities affiliated with Teknovekst NUF.

“Major Shareholder Pro Rata Percentage” means, 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.

“Mergers” means the Cayman Merger, the Norway Merger and the Cross-Border Merger.

“Merger Proposal” refers to the proposal to approve the merger of Alussa with Cayman Merger Sub.

“Merger Subs” means the Norway Merger Subs and Cayman Merger Sub.

“Minimum Cash Condition” means the minimum of $400,000,000 in cash and cash equivalents, including funds in the Trust Account and from any equity financing, that Alussa and Pubco must have after giving effect to the Redemption, but prior to the payment of any expenses or other liabilities, as a condition to Closing.

“Non-Competition Agreement” means the Non-Competition and Non-Solicitation Agreement, dated January 29, 2021, among various FREYR representatives, Alussa and, pursuant to a joinder thereto, Pubco.

“Norway Demerger” means the transfer of the FREYR Wind Business to SVPH prior to the First Closing, resulting in such business becoming held by FREYR’s shareholders through SVPH.

“Norway Effective Time” means the effective time of the Norway Merger.

“Norway Merger” means the merger pursuant to the terms of the Business Combination Agreement whereby FREYR will merge with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity.

“Norway Merger Sub 1” means Norway Sub 1 AS, a private limited liability company organized under the laws of Norway.

4

Table of Contents

“Norway Merger Sub 2” means Norway Sub 2 AS, a private limited liability company organized under the laws of Norway.

“Norway Merger Subs” means Norway Merger Sub 1 and Norway Merger Sub 2.

“NYSE” means The New York Stock Exchange.

“NYSE Listed Company Manual” means the New York Stock Exchange Listed Company Manual as in effect on the date hereof.

“Plan of Merger” means the plan of merger to be filed with the Registrar of Companies of the Cayman Islands in respect of the Cayman Merger in the form attached hereto as Annex C and any amendment or variation thereto made in accordance with the provisions of the Cayman Companies Act.

“PIPE Investment” means the sale and issuance to the PIPE Investors $600 million of Pubco Ordinary Shares, at the PIPE Price, simultaneously with or immediately prior to the Second Closings, pursuant to the Subscription Agreements.

“PIPE Investor” means those certain investors who entered into Subscription Agreements with Alussa and Pubco.

“PIPE Price” means $10.00 per Pubco Ordinary Share.

“Preferred Share Linked Warrants” means the 92,500,000 warrants to purchase FREYR Ordinary Shares issued to the Company Preferred Share Transferors pursuant to the Funding Commitment Letter and which, pursuant to the Company Preferred Share Acquisition Agreement, will be exchanged for warrants to subscribe for common shares of Norway Merger Sub 1 and subsequently cancelled in connection with the Business Combination.

“Private Placement Warrants” means the 8,750,000 Alussa Warrants purchased by the Sponsor in a private placement at the time of the IPO for a purchase price of $1.00 per warrant, each of which is exercisable for one Class A ordinary share.

“Prospectus” means the prospectus included in the Registration Statement on Form S-4 (Registration File No. 333-254743) filed with the SEC.

“Pubco” means FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, with registered office at 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 251199.

“Pubco Articles” or “Pubco Articles of Association” means the articles of Pubco as of the date of the Closing unless otherwise provided herein.

“Pubco EDGE Warrants” means the warrants to purchase Pubco Ordinary Shares issued to EDGE Global.

“Pubco Options” means options to purchase Pubco Ordinary Shares.

“Pubco Ordinary Shares” means the ordinary shares of Pubco, without nominal value.

“Pubco Private Warrant” means each one whole warrant entitling the holder thereof to purchase one (1) Pubco Ordinary Share at a purchase price of $11.50 per share on the same terms and conditions as the Private Placement Warrants.

“Pubco Public Warrant” means each one whole warrant (other than the Pubco Private Warrants) entitling the holder thereof to purchase one (1) Pubco Ordinary Share at a purchase price of $11.50 per share.

“Pubco Warrants” means Pubco Private Warrants, Pubco Public Warrants and any warrants to be issued to the holders of FREYR warrants pursuant to the Business Combination Agreement, collectively.

“Public Shares” means Class A ordinary shares of Alussa issued as part of the Alussa Units sold in the IPO.

“Public Shareholders” means the holders of Public Shares, including the Alussa Initial Shareholders and members of the Alussa management team, provided that each Alussa Initial Shareholder’s and member of Alussa’s management team’s status as a “Public Shareholder” shall only exist with respect to such Public Shares.

5

Table of Contents

“Purchaser Representative” means the Sponsor in its capacity as the purchaser representative in accordance with the terms and conditions of the Business Combination Agreement.

“Record Date” refers to the record date for determining the holders of Alussa Ordinary Shares entitled to receive notice of and to attend and vote at the Alussa Special Meeting, which has been set as April 30, 2021.

“Redemption” means the right of the holders of Public Shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Redemption Price” means 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 equitably adjusted for shares splits, shares dividends, combinations, recapitalizations and the like after the Closing). The redemption price will be calculated two days prior to the completion of the Business Combination in accordance with the Alussa Articles.

“Registration Rights Agreement” means the registration rights agreement in substantially the form attached as an exhibit to the Business Combination Agreement.

“RESA” means Recueil Électronique des Sociétés et Associations of the Grand Duchy of Luxembourg.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Closing” means the consummation of the transactions contemplated under the Business Combination Agreement (other than the Cayman Merger, which shall occur on the First Closing Date).

“Second Closing Date” means the date on which the Second Closing actually occurs.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Shareholder Pro Rata Percentage” means, with respect to each FREYR shareholder (other than the Company Preferred Share Transferors), a percentage equal to (i) the number of Exchange Shares (as defined in the Business Combination Agreement) 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.

“Shareholder Representative” means ATS AS, in the capacity as the representative for the Major Shareholders in accordance with the terms and conditions of the Business Combination Agreement.

“Sponsor” means Alussa Energy Sponsor LLC, a Delaware limited liability company.

“SVPH” means Sjonfjellet Vindpark Holding AS, a private limited liability company to be incorporated as a result of the Norway Demerger.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of warrants to the Sponsor in a private placement.

“Underwriting Agreement” means the Underwriting Agreement, dated as of November 25, 2019, between Alussa, BTIG, LLC and the other underwriters named therein.

“U.S. GAAP” means United States generally accepted accounting principles.

“$” means the currency in dollars of the United States of America.

6

Table of Contents

SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

The parties to the Business Combination Agreement are Alussa, the Purchaser Representative, Pubco, FREYR, the Shareholder Representative, the Merger Subs and the Major Shareholders. Pursuant to the Business Combination Agreement, among other things, (i) prior to First Closing, the FREYR Wind Business will be transferred to SVPH, a private limited liability company to be incorporated under the laws of Norway by way of the Norway Demerger, resulting in such business becoming held by FREYR’s shareholders through SVPH, (ii) at the First Closing, Alussa will merge with and into Cayman Merger Sub, with Alussa continuing as the surviving entity and a wholly owned subsidiary of Pubco, (iii) following the First Closing and prior to the Second Closing, Alussa will distribute all of its interests in Norway Merger Sub 1 to Pubco, (iv) at the Second Closing, FREYR will merge with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity, (v) at the Second Closing, Pubco will acquire 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 and (vi) at the Second Closing, Norway Merger Sub 1 will merge with and into Pubco, with Pubco continuing as the surviving entity. Following completion of the Norway Demerger and mergers described above and the consummation of the Business Combination, Alussa and Norway Merger Sub 2 shall be wholly-owned subsidiaries of Pubco, and the former security holders of Alussa and FREYR will become security holders of Pubco. See the sections in this summary titled “The Business Combination Proposal” for more information.

Under the Business Combination Agreement and the Plan of Merger, upon the consummation of the Cayman Merger: (a) each Alussa Unit outstanding immediately prior to the Cayman Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one Public Share and one half of one Alussa Public Warrant in accordance with the terms of the Alussa Unit, (b) each outstanding Alussa Warrant will be exchanged for a Pubco Warrant that will entitle the holder to purchase one Pubco Ordinary Share in lieu of one Alussa Ordinary Share and otherwise on substantially the same terms and conditions as the Alussa Warrants, (c) each Alussa Ordinary Share issued and outstanding immediately prior to the Cayman Effective Time (other than those Alussa Ordinary Shares described in (d) and (e)) will, by virtue of the Cayman Merger and without any action on the part of the holders thereof, be converted into the right to receive one Pubco Ordinary Share and such Alussa Ordinary Share shall be automatically cancelled and extinguished, (d) each Dissenting Alussa Ordinary Share issued and outstanding immediately prior to the Cayman Effective Time held by a Dissenting Alussa Shareholder, if any, will, by virtue of the Cayman Merger and without any action on the part of the holders thereof, be cancelled and extinguished and each Dissenting Alussa Shareholder shall cease to have any rights with respect thereto except the right to be paid the fair value of such Dissenting Alussa Ordinary Share and such other rights as are granted by the Cayman Companies Act, (e) each Alussa Ordinary Share owned by Alussa as treasury shares immediately prior to the Cayman Effective Time, if any, will, by virtue of the Cayman Merger and without any action on the part of the holder thereof, be cancelled and extinguished without any conversion thereof or payment therefor and (f) each ordinary share of Cayman Merger Sub (a “Cayman Merger Sub Ordinary Share”) issued and outstanding immediately prior to the Cayman Effective Time will, by virtue of the Cayman Merger and without any action on the part of the holders thereof, be converted into the right to receive one Class A ordinary share of Alussa and such Cayman Merger Sub Ordinary Share shall be automatically cancelled and extinguished, following which all issued and outstanding shares in Alussa will be held by Pubco.

Under the Business Combination Agreement, upon consummation of the Norway Merger and Cross-Border Mergers, each outstanding FREYR Ordinary Share will be exchanged for a number of Pubco Ordinary Shares determined based on a formula described in the accompanying proxy statement/prospectus (the “Exchange Ratio”), which is expected to be 0.179038 Pubco Ordinary Shares. Further, as a result of and upon the Second Closing, each issued and outstanding option or warrant of FREYR (other than the Preferred Share Linked Warrants, which will be exchanged for warrants of Norway Merger Sub 1, which will in turn be cancelled), after giving effect to the Norway Demerger, immediately prior to the effective time of the Norway Merger, will be exchanged for the holder thereof to receive respectively Pubco Options and Pubco Warrants determined based on the Exchange Ratio, with the exercise price of each such Pubco Warrant and Pubco Option being equal to the exercise price of the corresponding option or warrant of FREYR in effect immediately prior to the effective time of the Norway Merger, divided by the Exchange Ratio. For a detailed discussion on calculation of the number of Pubco securities to be received by holders of FREYR securities in connection with the Business Combination, please see the section titled “The Business Combination Proposal — The Business Combination Agreement and Ancillary Agreements.”

7

Table of Contents

In addition to voting on the Business Combination, the shareholders of Alussa will consider and vote upon (a) a proposal to approve the merger of Alussa with Cayman Merger Sub, (b) a proposal to approve, for purpose of complying with the NYSE Listed Company Manual: (i) the issuance of more than 20% of the issued and outstanding Pubco Ordinary Shares and the resulting change of control in connection with the Business Combination; and (ii) the issuance of up to 60,000,000 Pubco Ordinary Shares in connection with the PIPE Investment, upon the completion of the Business Combination, (c) a proposal to approve the adoption of the 2021 Equity Incentive Plan of Pubco and (d) if tabled, a proposal to adjourn the meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve one or more proposals presented to Alussa shareholders for a vote.

As a result of the Business Combination, the pro forma share ownership structure of Pubco as of the date of this proxy statement/prospectus is projected to be as follows:

Assuming No Redemption

Issued shares combined entity

 

Undiluted

 

After exercise of all
FREYR
Options and Warrants

Number of
Pubco Ordinary
Shares

 

%
ownership
(1)

 

Number of
Pubco Ordinary
Shares

 

%
ownership
(2)

Pubco Ordinary Shares issued to Alussa Public Shareholders

 

28,750,000

 

21.32

%

 

28,750,000

 

20.76

%

Pubco Ordinary Shares issued to Alussa Initial Shareholders

 

7,187,500

 

5.33

%

 

7,187,500

 

5.19

%

Pubco Ordinary Shares issued to PIPE Investors

 

60,000,000

 

44.48

%

 

60,000,000

 

43.33

%

Pubco Ordinary Shares issued to Company Preferred Share Transferors

 

1,489,500

 

1.10

%

 

1,489,500

 

1.07

%

Pubco Ordinary Shares issued to FREYR Shareholders

 

37,454,086

 

27.77

%

 

37,454,086

 

27.05

%

Pubco Warrants issued in exchange for FREYR Warrants

 

 

%

 

2,750,523

 

1.99

%

Pubco Options issued in exchange for FREYR Options

 

 

%

 

850,391

 

0.61

%

Pubco Warrants issued in exchange for Alussa Warrants

 

 

%

 

 

%

Total

 

134,881,086

 

100.00

%

 

138,482,000

 

100.00

%

8

Table of Contents

Assuming Maximum Redemption

Issued shares combined entity

 

Undiluted

 

After exercise of all
FREYR
Options and Warrants

Number of
Pubco Ordinary
Shares

 

%
ownership

 

Number of
Pubco Ordinary
Shares

 

%
ownership

Pubco Ordinary Shares issued to Alussa Public Shareholders

 

2,124,066

 

1.96

%

 

2,124,066

 

1.90

%

Pubco Ordinary Shares issued to Alussa Initial Shareholders

 

7,187,500

 

6.64

%

 

7,187,500

 

6.43

%

Pubco Ordinary Shares issued to PIPE Investors

 

60,000,000

 

55.42

%

 

60,000,000

 

53.64

%

Pubco Ordinary Shares issued to Company Preferred Share Transferors

 

1,489,500

 

1.38

%

 

1,489,500

 

1.33

%

Pubco Ordinary Shares issued to FREYR Shareholders

 

37,454,086

 

34.60

%

 

37,454,086

 

33.48

%

Pubco Warrants issued in exchange for FREYR Warrants

 

 

%

 

2,750,523

 

2.46

%

Pubco Options issued in exchange for FREYR Options

 

 

%

 

850,391

 

0.76

%

Pubco Warrants issued in exchange for Alussa Warrants

 

 

%

 

 

%

Total

 

108,255,152

 

100.00

%

 

111,856,066

 

100.00

%

____________

(1)      Undiluted share ownership, assuming no Redemptions and no exercise of Dissent Rights.

(2)      Diluted ownership, assuming no Redemptions, no exercise of Dissent Rights, full cash exercise of Pubco Options issued in exchange for FREYR Options and Pubco Warrants issued in exchange for FREYR Warrants and a share price under $11.50 (which results in no dilution from the Pubco Warrants issued in exchange for Alussa Warrants).

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the First Closing, including, among other reasons: (i) by mutual written consent of Alussa and FREYR; (ii) by either Alussa or FREYR if the First Closing does not occur by July 31, 2021 (the “Outside Date”); (iii) by either 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; (iv) by Alussa for FREYR’s or the Major Shareholders’ uncured breach of the Business Combination Agreement, such that the related Closing condition would not be met; (v) by FREYR for the uncured breach of the Business Combination Agreement by Alussa, Pubco or the Merger Subs, such that the related Closing condition would not be met; (vi) by Alussa or FREYR if the Alussa Special Meeting is held and has concluded, and the Required Purchaser Shareholder Approval (as defined in the Business Combination Agreement) is not obtained; and (vii) by Alussa if the Company Special Meeting is held and has concluded, and the Required Company Shareholder Approval is not obtained. See the section titled “The Business Combination Proposal — The Business Combination Agreement — Termination; Effectiveness.”

After the Business Combination, the directors of Pubco will be Daniel Barcelo, German Curá, Monica Tiúba, Torstein Dale Sjøtveit, Peter Matrai and Olaug Svarva, of which three have been designated by Alussa and three have been designated by FREYR. An additional two directors, Jeremy Bezdek and Mimi Berdal, have been jointly designated by Alussa and FREYR. The two persons mutually agreed between Alussa and FREYR shall be considered independent directors under the rules of NYSE. Alussa and FREYR agreed to work with Koch Strategic Platforms, a PIPE Investor, to consider and nominate one such candidate to the board of directors. See the section titled “Management of Pubco Following the Business Combination.”

Upon completion of the Business Combination, the current officers of FREYR will become officers of Pubco, holding the equivalent positions as those held with FREYR. The executive officers of Pubco will be Tom Einar Jensen, Ryuta Kawaguchi, Steffen Føreid, Tove Nilsen Ljungquist, Jan Arve Haugan, Are Brautset, Einar Kilde, Gery Bonduelle, Kunwoo Lee and Hege Marie Norheim. Each of these persons is currently an officer of FREYR. See the section titled “Management of Pubco Following the Business Combination.”

9

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Pubco, FREYR and Alussa believe that some of the information in this proxy statement/prospectus constitutes forward-looking statements for the purposes of federal securities laws. You can identify these statements by forward-looking words such as “may,” “might,” “could,” “will,” “would,” “should,” “expect,” “possible,” “potential,” “anticipate,” “contemplate,” “believe,” “estimate,” “plan,” “predict,” “project,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

•        discuss future expectations;

•        contain projections of future results of operations or financial condition; or

•        state other “forward-looking” information.

Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

•        the parties’ ability to consummate the Business Combination;

•        the expected benefits of the Business Combination;

•        Pubco’s financial and business performance following the Business Combination, including financial projections and business metrics;

•        changes in Pubco’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•        the implementation, market acceptance and success of FREYR’s business models;

•        Pubco’s ability to scale its manufacturing capability in a cost-effective manner;

•        developments and projections relating to FREYR’s competitors and industry;

•        the impact of health epidemics, including the COVID-19 pandemic, on FREYR’s business and the actions FREYR may take in response thereto;

•        FREYR’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•        expectations regarding the time during which Pubco will be an emerging growth company under the JOBS Act;

•        FREYR’s future capital requirements and sources and uses of cash;

•        FREYR’s ability to obtain funding for its operations;

•        FREYR’s business, expansion plans and opportunities;

•        the outcome of any known and unknown litigation and regulatory proceedings; and

•        FREYR’s relationship with 24M, including the licensing and services agreement with 24M to use 24M’s process technology and accelerate FREYR’s time to market.

10

Table of Contents

Pubco, FREYR and Alussa believe it is important to communicate their expectations to their security holders. However, there may be events in the future that they are not able to predict accurately or over which they have no control. The risk factors and cautionary language discussed in this proxy statement/prospectus, including in the section titled “Risk Factors,” provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by Pubco, FREYR or Alussa in such forward-looking statements, including among other things:

•        the number and percentage of Alussa’s Public Shareholders voting against the Business Combination Proposal and/or seeking Redemption;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

•        Pubco’s ability to satisfy the listing criteria of the NYSE and to maintain the listing of its securities on the NYSE following the Business Combination;

•        changes adversely affecting the battery industry and the development of existing or new technologies;

•        the effect of the COVID-19 pandemic on FREYR’s business;

•        the outcome of any legal proceedings that may be instituted against Alussa, FREYR or Pubco following the announcement of the proposed Business Combination and transactions contemplated thereby;

•        the risk that the proposed Business Combination disrupts current plans and operations of FREYR as a result of the announcement and consummation of the transactions describe herein;

•        Alussa’s ability to recognize the benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Pubco to grow and manage growth profitably following the Business Combination;

•        costs related to the Business Combination;

•        the failure of 24M technology or FREYR’s batteries to perform as expected;

•        24M or other future counterparties will provide similar licenses to other manufacturers which will increase FREYR’s competition;

•        FREYR’s ability to manufacture battery cells and to develop and increase its production capacity in a cost-effective manner;

•        the electrification of energy sources does not develop as expected, or develops more slowly than expected;

•        technological developments in existing technologies or new developments in competitive technologies that could adversely affect the demand for FREYR’s battery cells;

•        general economic conditions;

•        increases in the cost of electricity or raw materials and components;

•        FREYR’s ability to protect its intellectual property;

•        changes in applicable laws or regulations, including environmental and export control laws;

•        FREYR’s ability to retain key employees;

•        FREYR’s business strategy and plans;

•        FREYR’s ability to target and retain customers and suppliers;

•        the failure to build Pubco’s finance infrastructure and improve its accounting systems and controls;

11

Table of Contents

•        the inability of FREYR to assert, enforce and otherwise protect against unauthorized use of intellectual property rights licensed from 24M, which could result in its competitors using the intellectual property to offer products;

•        the outcome of any legal proceedings relating to FREYR’s products and services, including intellectual property or product liability claims;

•        whether and when FREYR might pay dividends;

•        the ability of FREYR to source its materials from an ethically- and sustainably-sourced supply chain; and

•        the result of future financing efforts.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus.

All forward-looking statements included herein attributable to any of Pubco, Alussa, FREYR or any person acting on such party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, Pubco, Alussa and FREYR undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

12

Table of Contents

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.

13

Table of Contents

•        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.

14

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q. Why am I receiving this proxy statement/ prospectus?

 

A.     Alussa and FREYR have agreed to a business combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. The Business Combination Agreement provides for, among other things, (i) prior to the First Closing, FREYR Wind Business will be transferred to SVPH, a company to be incorporated by way of the Norway Demerger, (ii) the merger of Alussa with and into Cayman Merger Sub, with Alussa continuing as the surviving entity and a wholly owned subsidiary of Pubco (the “Cayman Merger”), (iii) Alussa distributing all of its interests in Norway Merger Sub 1 to Pubco, (iv) FREYR merging with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity (the “Norway Merger”), and (v) Norway Merger Sub 1 merging with and into Pubco, with Pubco continuing as the surviving entity (the “Cross-Border Merger”) (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”).

Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination, (i) each issued and outstanding Alussa Unit immediately prior to the Cayman Effective Time will be separated into its component parts (one Alussa Class A ordinary share and one-half of one Alussa Public Warrant); (ii) each issued and outstanding Alussa Class A ordinary share and Alussa Class B ordinary share immediately prior to the Cayman Effective Time will be cancelled and exchanged for the right of the holder thereof to receive one Pubco Ordinary Share or, in the case of dissenting shareholders who have properly and validly exercised (and not waived, withdrawn, lost or failed to perfect) their statutory dissenter rights with respect to the Cayman Merger under the Cayman Companies Act, if any, the right to receive the fair value of such holder’s Alussa Ordinary Share and such other rights as are granted by the Cayman Companies Act (see the section below titled “Do I have appraisal rights if I object to the proposed Business Combination?”); (iii) each issued and outstanding Alussa Warrant immediately prior to the Cayman Effective Time will be exchanged for one Pubco Warrant; (iv) each issued and outstanding FREYR Ordinary Share immediately prior to the effective time of the Norway Merger will be exchanged for the right of the holder thereof to receive securities of Norway Merger Sub 1; (v) each issued and outstanding share of Norway Merger Sub 1 (other than shares of Norway Merger Sub 1 held by Pubco) immediately prior to the effective time of the Cross-Border Merger will be exchanged for the right of the holder to receive a number of Pubco Ordinary Shares determined based on the Exchange Ratio, which is expected to be 0.179038 Pubco Ordinary Shares; and (vi) each issued and outstanding option or warrant of FREYR (other than the Preferred Share Linked Warrants, which will be exchanged for warrants of Norway Merger Sub 1, which will in turn be cancelled), after giving effect to the Norway Demerger, immediately prior to the effective time of the Norway Merger, will be exchanged for the holder thereof to receive respectively Pubco Options and Pubco Warrants determined based on the Exchange Ratio, with the exercise price of each such Pubco Warrant and Pubco Option being equal to the exercise price of the corresponding option or warrant of FREYR in effect immediately prior to the effective time of the Norway Merger, divided by the Exchange Ratio. The Pubco Warrants will be exercisable upon 30 days after the completion of the Business Combination.

Alussa will hold a shareholder Extraordinary General Meeting (the “Alussa Special Meeting”) to consider matters relating to the proposed Business Combination. Alussa cannot complete the Business Combination unless the requisite number of Alussa shareholders and FREYR shareholders vote to adopt the Business Combination Agreement and approve the transactions contemplated thereby. Alussa is sending you this proxy statement/prospectus to ask you to vote in favor of these and the other matters described in this document at the Alussa Special Meeting.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Alussa Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

15

Table of Contents

Q. What is being voted
on at the Alussa Special
Meeting?

 

A.     Alussa’s shareholders are being asked to vote to approve the Business Combination Agreement and the Business Combination. See the section titled “The Business Combination Proposal”.

Alussa’s shareholders are also being asked to consider and vote upon a proposal to approve the Plan of Merger, thereby approving the Cayman Merger. See the section titled “The Merger Proposal.”

In addition to the foregoing proposals, Alussa’s shareholders are also asked to consider and vote upon a proposal to approve for purposes of complying with the NYSE Listed Company Manual: (i) the issuance of more than 20% of the issued and outstanding Pubco Ordinary Shares and the resulting change of control in connection with the Business Combination; and (ii) the issuance of up to 60,000,000 Pubco Ordinary Shares in connection with the PIPE Investment, upon the completion of the Business Combination. See the section titled “The Share Issuance Proposal.”

Alussa’s shareholders are also being asked to consider and vote upon a proposal to approve the adoption by Pubco of its 2021 Equity Incentive Plan (the “2021 Plan”). See the section titled “The Incentive Plan Proposal.”

Alussa’s shareholders may also be asked to consider and vote upon a proposal to adjourn the Alussa Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Alussa Special Meeting, 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 available cash condition to the Closing would not be satisfied. See the section titled “The Adjournment Proposal.”

Alussa will hold the Alussa Special Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Alussa Special Meeting. Shareholders should read it carefully.

The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q. Why is Alussa proposing the Business Combination?

 

A.     Alussa was organized to effect a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

Alussa completed its IPO of 25,000,000 Alussa Units on November 29, 2019, with each unit consisting of one Class A ordinary share and one-half of one Alussa Public Warrant, with each whole Alussa Public Warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50, with such warrants becoming exercisable on the later of 30 days after the completion of its initial business combination or 12 months from the closing its IPO. Alussa sold an additional 3,750,000 Alussa Units on December 5, 2019, when the underwriters exercised their over-allotment option. The IPO (including the overallotment option exercise) raised total gross proceeds of $287,500,000. Since the IPO, Alussa’s activity has been limited to an evaluation of potential business combination candidates.

FREYR is a company organized under the laws of Norway. FREYR was founded on February 1, 2018 and registered with the Norway Register of Business Enterprises on February 21, 2018. Alussa believes that a business combination with FREYR will provide Alussa shareholders with an opportunity to participate in a company with significant growth potential. See the section titled “The Business Combination Proposal — Recommendation of Alussa’s Board of Directors.

16

Table of Contents

Q. Why is Alussa providing shareholders with the opportunity to vote on the Business Combination?

 

A.     Under the Alussa Articles, Alussa must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of its initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, Alussa has elected to provide its shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, Alussa is seeking to obtain the approval of its shareholders of the Business Combination Proposal and Public Shareholders will be entitled to effectuate Redemptions in connection with the closing of the Business Combination (the “Closing”).

Q. Are the proposals conditioned on one another?

 

A.     Unless the Business Combination Proposal is approved, the Merger Proposal, the Share Issuance Proposal and the Incentive Plan Proposal will not be presented to the shareholders of Alussa at the Alussa Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that the Business Combination Proposal, the Merger Proposal and the Share Issuance Proposal are each conditioned on the approval of the other proposals. As such, in the event that any of the Business Combination Proposal, the Merger Proposal or the Share Issuance Proposal does not receive the requisite vote for approval, then Alussa will not consummate the Business Combination. If Alussa does not consummate the Business Combination and fails to complete an initial business combination by November 29, 2021 (or such later date as Alussa’s shareholders may approve), Alussa will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to its Public Shareholders.

Q. What will happen in the Business Combination?

 

A.     The Business Combination will be effected through several sequential transactions. Prior to the First Closing, FREYR will transfer the FREYR Wind Business to SVPH by carrying out the Norway Demerger. At the First Closing, Alussa will merge with and into Cayman Merger Sub, with Alussa surviving such merger (the Cayman Merger). At the Second Closing, FREYR will merge with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity (the Norway Merger), and Norway Merger Sub 1 will merge with and into Pubco, with Pubco continuing as the surviving entity (the Cross-Border Merger). Upon consummation of the Cayman Merger at the First Closing, security holders of Alussa will become security holders of Pubco and Alussa will become a wholly owned subsidiary of Pubco. Upon consummation of the Norway Merger and the Cross-Border Merger at the Second Closing, the Business Combination will be complete and the legacy business of FREYR (other than the FREYR Wind Business) will be operated by a wholly-owned subsidiary of Pubco. After the Second Closing, the cash held in the Trust Account and the proceeds from the financing transactions in connection with the Business Combination will be used by Pubco for working capital and general corporate purposes following the consummation of the Business Combination after payments of fees and expenses incurred in connection with the Business Combination. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. For a description of Pubco’s organizational structure upon consummation of the Business Combination, please see “The Business Combination Proposal — Transaction and Organizational Structures Prior to and Following the Consummation of the Business Combination.”

Q. What conditions must be satisfied to complete the Business Combination?

 

A.     There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

•   the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of Alussa’s shareholders;

•   the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of FREYR’s shareholders (which approval was received on February 16, 2021);

17

Table of Contents

 

•   no law or order preventing or prohibiting the transactions contemplated by the Business Combination Agreement;

•   no pending litigation to enjoin or restrict the consummation of the Business Combination;

•   Alussa having at least $5,000,001 in net tangible assets upon the First Closing, after giving effect to the Public Shareholders’ exercise of their redemption rights;

•   Alussa and Pubco having at least $400 million in the aggregate of cash and cash equivalents, including funds in the Trust Account and any proceeds from any of the Funding Commitment Letter (as defined below) or other PIPE Investment, as of the First Closing Date, after giving effect to the Public Shareholders’ exercise of their redemption rights but before giving effect to Alussa’s expenses of the transaction;

•   the election or appointment of the members of Pubco’s board of directors as described herein;

•   the effectiveness of the registration statement of which this prospectus forms a part;

•   the completion of the Norway Demerger; and

•   the approval of listing of Pubco Ordinary Shares and Pubco Public Warrants by the NYSE.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “Business Combination Proposal — Business Combination Agreement and Ancillary Agreements.”

Q. Did the Alussa board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A.     Alussa’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The officers and directors of Alussa have substantial experience in evaluating the operating and financial merits of companies within the energy industry and concluded that their experience and backgrounds enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Alussa’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Alussa’s board of directors in valuing FREYR’s business and assuming the risk that the Alussa board of directors may not have properly valued such business. Investors are advised that Alussa’s ability to assess FREYR’s business’ management may have been limited due to a lack of time, resources or information and even though Alussa deems such assessment to be appropriate, there is a risk that it may have been incomplete. For additional description of these risks, please see the section titled “Risk Factors.”

Q. How many votes do I have at the Alussa Special Meeting?

 

A.     Alussa shareholders are entitled to one vote at the Alussa Special Meeting for each Alussa Ordinary Share held of record as of April 30, 2021, the record date for the Alussa Special Meeting (the “Record Date”). As of the close of business on the Record Date, there were 28,750,000 Class A ordinary shares and 7,187,500 Class B ordinary shares outstanding.

Q. What vote is required to approve the proposals presented at the Alussa Special Meeting?

 

A.     The approval of each of the Business Combination Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires an “Ordinary Resolution” under Cayman Islands Law and the Alussa Articles, requiring the affirmative vote of the holders of a majority of the Alussa Ordinary Shares that are voted at the Alussa Special Meeting at which a quorum is present. The approval of the Merger Proposal requires a “Special Resolution” under Cayman Islands law and the Alussa Articles, requiring the affirmative vote of the holders of a two-thirds majority of the Alussa Ordinary Shares that are voted at the Alussa Special Meeting at which a quorum is present. Assuming a quorum is established, a shareholder’s failure to vote

18

Table of Contents

 

by proxy or to vote virtually at the Alussa Special Meeting will have no effect on any of the proposals. Encompass Capital E L Master Fund L.P., Encompass Capital Master Fund LP, the Sponsor, directors and officers of Alussa have each separately agreed with FREYR and Alussa to vote their shares in favor of the Business Combination Proposal and the Merger Proposal. Encompass Capital E L Master Fund L.P., Encompass Capital Master Fund LP, the Sponsor, officers and directors of Alussa have each also separately agreed to vote their shares in favor of all other proposals being presented at the Alussa Special Meeting. As of the date of this proxy statement/prospectus, Encompass Capital E L Master Fund L.P., Encompass Capital Master Fund LP, the Sponsor, directors and officers of Alussa beneficially owned an aggregate of approximately 8,948,324 Alussa Ordinary Shares.

Q. What constitutes a quorum at the Alussa Special Meeting?

 

A.     Holders of a majority of the Alussa Ordinary Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy will be a quorum. If a quorum is not present within half an hour from the time appointed for the Alussa Special Meeting to commence, or if during the Alussa Special Meeting a quorum ceases to be present, the Alussa Special Meeting will stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as Alussa’s board of directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Alussa shareholders present will be quorum. As of the Record Date, 17,968,751 Alussa Ordinary Shares would be required to achieve a quorum.

Q. How do the insiders of Alussa and Encompass intend to vote on the proposals?

 

A.     The Sponsor, officers and directors of Alussa, Encompass Capital E L Master Fund L.P. and Encompass Capital Master Fund LP beneficially own and are entitled to vote an aggregate of approximately 25% of the outstanding Alussa Ordinary Shares. These parties have each separately agreed with FREYR and Alussa to vote their securities in favor of the Business Combination Proposal and all other proposals being presented at the Alussa Special Meeting.

Q. What are the U.S. federal income tax consequences of the Business Combination to U.S. Holders of Alussa Ordinary Shares and warrants?

 

A.     As discussed more fully under the section titled “United States Federal Income Tax Considerations,” it is intended that the Cayman Reorg (as defined in the section titled “United States Federal Income Tax Considerations”) will constitute a reorganization within the meaning of Section 368(a)(l)(F) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming that the Cayman Merger so qualifies, U.S. Holders (as defined in the section titled “United States Federal Income Tax Considerations”) of Alussa Ordinary Shares or warrants will not recognize gain or loss on the exchange of Alussa Ordinary Shares or warrants for Pubco Ordinary shares or warrants in the Cayman Merger.

Although the obligations of FREYR and Alussa to complete the Cayman Merger are not conditioned on the receipt of opinions from Wilson Sonsini Goodrich & Rosati, P.C. or Skadden, Arps, Slate, Meagher & Flom LLP to the effect that the Cayman Reorg will qualify as a “ reorganization” within the meaning of Section 368(a)(1)(F) of the Code for U.S. federal income tax purposes (an ”F Reorganization”), we have received an opinion from Skadden, Arps, Slate, Meagher & Flom LLP that the Cayman Reorg will qualify as an F Reorganization. Such opinion is filed by amendment as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus forms a part and is based on customary assumptions, representations and covenants. If any of the assumptions, representations or covenants on which the opinion is based is or becomes incorrect, incomplete, inaccurate or is otherwise not complied with, the validity of the opinion described above may be adversely affected and the tax consequences of the Cayman Merger could differ from those described herein. An opinion of counsel is not binding on the IRS or any court, and there can be no certainty that the IRS will not challenge the conclusions reflected in the opinion or that a court would not sustain such a challenge.

   

For a more complete discussion of the U.S. federal income tax considerations of the Cayman Merger, see the section titled “United States Federal Income Tax Considerations.”

19

Table of Contents

Q. Do I have redemption rights?

 

A.     Pursuant to the Alussa Articles, holders of Public Shares may elect to have their Public Shares redeemed for cash at the applicable Redemption Price per share calculated in accordance with the Alussa Articles. As of the Record Date, based on funds in the Trust Account of approximately $289,841,623.89, this would have amounted to approximately $10.08 per Public Share. If a holder exercises its redemption rights, then such holder will be exchanging its shares for cash and will no longer own those shares. Such a holder will be entitled to receive cash for its shares only if it properly demands Redemption and delivers its Class A ordinary shares (either physically or electronically) to the Transfer Agent prior to the Alussa Special Meeting and the Business Combination is consummated. See the section titled “Extraordinary General Meeting of Alussa Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Notwithstanding the foregoing, pursuant to the Alussa Articles, a holder of Public Shares together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares (the “Excess Shares”). However, such holders will not be restricted from voting all of their shares (including Excess Shares) for or against the Business Combination at the Alussa Special Meeting.

Any Alussa shareholder who elects to exercise statutory dissenter rights under the Cayman Companies Act (which dissenter rights are discussed in the section titled “Do I have appraisal rights if I object to the proposed Business Combination?”) will lose their right to have their Public Shares redeemed in accordance with the Alussa Articles. The certainty provided by the redemption process may be preferable for Alussa shareholders wishing to exchange their Public Shares for cash. This is because the statutory dissenter rights under the Cayman Companies Act may be lost or extinguished, including where Alussa determines to delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Act, in which case any Alussa shareholder who has sought to exercise dissenter rights would only be entitled to receive the merger consideration comprising one Pubco Ordinary Share for each of their Alussa Ordinary Shares.

Q. As long as I vote on the Business Combination, will how I vote affect my ability to exercise redemption rights?

 

A.     No. You may exercise your redemption rights whether you vote your Alussa Ordinary Shares “FOR” or “AGAINST” the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.

Q. How do I exercise my redemption rights?

 

A.     If you are a holder of Public Shares and wish to exercise your redemption rights, you must demand that your shares are redeemed for cash no later than 5:00 p.m. Eastern Time on June 28, 2021 (two (2) business days prior to the vote on the Business Combination Proposal) by (A) submitting your request in writing to Mark Zimkind of Continental Stock Transfer & Trust Company, at the address listed at the end of this section, and (B) delivering your shares to the Transfer Agent physically or electronically using The Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System. If you hold your Public Shares in “street name” or in a margin or similar account, which means your shares are held of record by a broker, bank or nominee, you will have to coordinate with your broker, bank or other nominee to have the shares you beneficially own certificated or delivered electronically. If you vote on the Business Combination Proposal, you may affirmatively vote either for or against the Business Combination Proposal without affecting your eligibility for exercising your redemption rights. Your vote on any proposal other than the Business Combination Proposal will not have any impact on your eligibility for exercising redemption rights. Any holder of Public Shares satisfying the requirements for exercising redemption rights set forth herein will be entitled to demand that its shares 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 (which was $289,841,623.89, or $10.08 per share, as of the Record Date). Such amount will be paid

20

Table of Contents

 

promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, under Cayman Islands law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Alussa’s Public Shareholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims.

   

Any request for Redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Alussa Special Meeting. If you deliver your shares for Redemption to the Transfer Agent and later decide prior to the Alussa Special Meeting not to elect redemption, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section.

No demand for Redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent no later than 5:00 p.m. Eastern Time on June 28, 2021 (two (2) business days prior to the vote on the Business Combination Proposal).

It is a requirement and condition for any Redemption that such redeeming holder of Public Shares does not elect to exercise statutory dissenter rights under the Cayman Companies Act.

If a holder of Public Shares properly makes a demand for Redemption as described above, 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. If you exercise your redemption rights, then you will be exchanging your shares for cash and will no longer own those shares.

If the Business Combination is not approved or completed for any reason, 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, 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 exercised redemption rights in connection therewith due to potential claims of creditors.

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any Alussa Warrants that you may hold. Your warrants will become exercisable to purchase one Pubco Ordinary Share in lieu of one Class A ordinary share for a purchase price of $11.50 per share upon consummation of the Business Combination.

Q. Can I exercise redemption rights and statutory dissenter rights under the Cayman Companies Act?

 

A.     No. Any Alussa shareholder who elects to exercise statutory dissenter rights under the Cayman Companies Act will lose their right to have their shares redeemed in accordance with the Alussa Articles.

Q. If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

 

A.     No. The holders of Alussa Warrants have no redemption rights with respect to such securities.

21

Table of Contents

Q. If I am a holder of an Alussa Unit, can I exercise redemption rights with respect to my units?

 

A.     No. Holders of outstanding Alussa Units must separate the underlying Class A ordinary shares and Alussa Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Alussa Units registered in your own name, you must deliver the certificate for such Alussa Units to Continental Stock Transfer & Trust Company, the Transfer Agent, with written instructions to separate such Alussa Units into Public Shares and Alussa Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Alussa Units. See the question “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

   

If a broker, dealer, commercial bank, trust company or other nominee holds your Alussa Units, you must instruct such nominee to separate your Alussa Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, the Transfer Agent. Such written instructions must include the number of Alussa Units to be split and the nominee holding such Alussa Units. Your nominee must also initiate electronically, using Depository Trust Company’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Alussa Units and a deposit of an equal number of Public Shares and Alussa Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Alussa Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q. What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A.     It is expected that a U.S. Holder (as defined in the section titled “United States Federal Income Tax Considerations”) that exercises its redemption rights to receive cash from the Trust Account in exchange for its ordinary shares will generally be treated as selling such ordinary shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of ordinary shares that such U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see the section titled “United States Federal Income Tax Considerations.”

All holders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q. Do I have appraisal rights if I object to the proposed Business Combination?

 

A.     Holders of Alussa Units and Alussa Warrants do not have appraisal rights in respect to their Alussa Units and Alussa Warrants in connection with the Business Combination under the Cayman Companies Act.

However, under Cayman Islands law, holders of record of Alussa Ordinary Shares who comply with the applicable requirements of Section 238 of the Cayman Companies Act may have the right, under certain circumstances, to object to the Cayman Merger and exercise appraisal (“dissenter”) rights, including rights to seek payment of the fair value of their Alussa Ordinary Shares. These statutory appraisal rights are separate to and mutually exclusive of the right of holders of Public Shares to elect to have their shares redeemed for cash at the applicable Redemption Price in accordance with the Alussa Articles, which are discussed above in the section titled “Do I have redemption rights?”. Any Alussa shareholder who elects to exercise statutory dissenter rights under the Cayman Companies Act must do so in respect of all of the Alussa Ordinary Shares that person holds and will lose their right to have their Public Shares redeemed in accordance with the Alussa Articles. Shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights contained in Section 238 of the Cayman Companies Act.

22

Table of Contents

 

It is possible that, if shareholders exercise their statutory dissenter rights, the fair value of the Alussa Ordinary Shares determined under Section 238 of the Cayman Companies Act could be more than, the same as, or less than shareholders would obtain if they exercise their redemption rights in accordance with the Alussa Articles as described herein. Shareholders need not vote against any of the proposals at the Alussa Special Meeting in order to exercise their statutory dissenter rights under the Cayman Companies Act.

   

Shareholders who do wish to exercise their statutory dissenter rights, if applicable, will be required to deliver notice to Alussa prior to the Alussa Special Meeting and follow the process prescribed in Section 238 of the Cayman Companies Act. This is a separate process with different deadline requirements to the process which shareholders must follow if they wish to exercise their redemption rights in accordance with the Alussa Articles, which is discussed above in the section titled “How do I exercise my redemption rights?”.

At the Cayman Effective Time, those shares belonging to dissenting shareholders (“Dissenting Shares”) shall no longer be outstanding and shall automatically be cancelled and extinguished, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 238 of the Cayman Companies Act. Notwithstanding the foregoing, if any such holder shall have failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost his, her or its rights under Section 238 of the Cayman Companies Act (including in the circumstances described in the immediately following paragraph) or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Cayman Companies Act, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 238 of the Cayman Companies Act shall cease and such Alussa Ordinary Shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s Alussa Ordinary Shares shall thereupon be deemed to have been converted as of the Cayman Effective Time into the right to receive the merger consideration comprising one Pubco Ordinary Share for each Alussa Ordinary Share. As a result, such shareholder will not receive any cash for their Alussa Ordinary Shares and will become a shareholder of Pubco.

In the event that any holder of Alussa Ordinary Shares delivers notice of their intention to exercise Dissent Rights, Alussa and the other parties to the Business Combination Agreement may in their sole discretion delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Act. In such circumstances where the exception under Section 239 of the Cayman Companies Act is invoked, no Dissent Rights shall be available to Alussa shareholders, including those Alussa shareholders who have delivered a written objection to the Cayman Merger prior to the Alussa Special Meeting and followed the process prescribed in Section 238 of the Cayman Companies Act, and each such holder’s Alussa Ordinary Shares shall thereupon be deemed to have been converted as of the Cayman Effective Time into the right to receive the merger consideration comprising one Pubco Ordinary Share for each Alussa Ordinary Share. Accordingly, Alussa shareholders are not expected to ultimately have any appraisal or dissent rights in respect of their Alussa Ordinary Shares in connection with the Cayman Merger or Business Combination.

Q. I am an Alussa Warrant holder. Why am I receiving this proxy statement/prospectus?

 

A.     As a holder of Alussa Warrants, upon consummation of the Business Combination, you will be entitled to purchase one Pubco Ordinary Share in lieu of one Alussa Class A ordinary share at a purchase price of $11.50 per share. This proxy statement/prospectus includes important information about Pubco and the business of Pubco and its subsidiaries following the consummation of the Business Combination. Since holders of Alussa Warrants will become holders of Pubco Warrants and may become holders of Pubco Ordinary Shares upon consummation of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully. The Pubco Warrants will be exercisable upon 30 days after the completion of the Business Combination.

23

Table of Contents

Q. What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A.     A total of $287.5 million was placed in the Trust Account immediately following the Alussa initial public offering and simultaneous private placement (including upon the exercise of the underwriters’ over-allotment option). After consummation of the Business Combination, the funds in the Trust Account will be released and used by Pubco to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including fees of approximately $10,062,500 to certain underwriters in connection with the Business Combination), for expenses related to prior proposed business combinations that were not consummated and for working capital and general corporate purposes of Pubco.

Q. What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

 

A.     Unlike some other blank check companies which require holders of their public shares to vote against a business combination in order to exercise their redemption rights, Alussa’s Public Shareholders may vote in favor of the Business Combination but still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is substantially reduced as a result of Redemptions by Public Shareholders. However, the Business Combination will not be consummated if, either immediately prior to or upon the consummation of the Business Combination, Alussa would have less than at least $5,000,001 of net tangible assets after giving effect to the payment of amounts that will be required to be paid to redeeming shareholders upon consummation of the Business Combination or if Alussa and Pubco fail to meet the minimum cash condition set forth in the Business Combination Agreement (the “Minimum Cash Condition”). The Minimum Cash Condition is set at $400 million, which is less than the size of the committed PIPE Investment. Thus assuming, that the PIPE Investment is fully funded, Redemptions will have no impact on the satisfaction of the Minimum Cash Condition. Additionally, in the event of a substantial number of Redemptions resulting in fewer Pubco Ordinary Shares, the trading market for Pubco Ordinary Shares may be less liquid than the market for Class A ordinary shares was prior to the Business Combination and Pubco may not be able to meet the listing standards of the NYSE or another national securities exchange, which is a condition to Closing. In addition, with fewer funds available from the Trust Account, the working capital infusion from the Trust Account into FREYR’s business will be reduced.

Q. Will Alussa enter into any equity financing arrangements in connection with the Business Combination?

 

Yes. On January 29, 2021, Alussa and Pubco entered into the Subscription Agreements with certain investors for the PIPE Investment, pursuant to which Pubco agreed to issue and sell to the PIPE Investors $600 million of Pubco Ordinary Shares, at a price of $10.00 per share, simultaneously with or immediately prior to the Second Closing. The PIPE Investment is conditioned on the Second Closing being scheduled to occur concurrently with or immediately following the closing of the PIPE Investment and other customary closing conditions. The proceeds from the PIPE Investment will be used for Pubco’s working capital and general corporate purposes.

Q. What is the background to Encompass’ ownership of FREYR preferred shares and what impact will the Business Combination have on such ownership?

 

A.     In October 2020, FREYR expressed the need for additional funding commitments in connection with its operations prior to the contemplated Business Combination. As a result, Encompass and FREYR reached a commercial agreement whereby certain funds and/or separate accounts managed by Encompass committed to invest an initial amount of $7.5 million and make available an additional amount of up to $7.5 million (for an aggregate of up to $15 million) in the form of FREYR Preferred Shares and additional FREYR warrants, subject to the terms and conditions of a funding commitment letter, dated October 23, 2020, as amended by a side letter dated November 19, 2020 and a second side letter dated January 29, 2021 (as amended from time to time, the “Funding Commitment Letter”).

24

Table of Contents

 

Pursuant to the Funding Commitment Letter, such investors acquired 7,500,000 FREYR preferred shares (the “First Tranche FREYR Preferred Shares”) and 92,500,000 warrants to subscribe for FREYR Ordinary Shares (“Preferred Share Linked Warrants”) for $7.5 million. On February 16, 2021, FREYR exercised its right under the Funding Commitment Letter to request additional funding in the aggregate amount of $7.5 million. Accordingly, certain funds and/or separate accounts managed by Encompass subscribed for 7,500,000 additional FREYR preferred shares (the “Second Tranche FREYR Preferred Shares”, and, together with the First Tranche FREYR Preferred Shares the “FREYR Preferred Shares”) for an additional $7.5 million, and cancelled the previously issued Preferred Share Linked Warrants in exchange for new 92,500,000 Preferred Share Linked Warrants.

The Company Preferred Share Transferors informed us 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.

   

After the implementation of the Norway Demerger and the Norway Merger and prior to the implementation of the Cross-Border Merger, Pubco will acquire 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. As part of such transaction, the 92,500,000 Norway Merger Sub 1 warrants (which will be issued in exchange for the 92,500,000 Preferred Share Linked Warrants as a part of the Norway Merger) held by the Company Preferred Share Transferors will be cancelled for no consideration.

The First Tranche FREYR Preferred Shares held by certain funds and/or separate accounts managed by Encompass constituted approximately 3.46% of voting rights in FREYR at the extraordinary general meeting that was held on February 16, 2021 to approve the Business Combination. Following the issuance of the Second Tranche FREYR Preferred Shares, Encompass and its affiliates hold in the aggregate 6.69% of voting rights in FREYR.

Q. Will FREYR management or representatives receive Founder Shares?

 

A.     As part of the Business Combination, the parties agreed that 500,000 Private Placement Warrants will be transferred from the Sponsor to certain of FREYR’s management and representatives pursuant to their compensation arrangements.

Q. What happens if the Business Combination is not consummated?

 

A.     If Alussa does not complete the Business Combination with FREYR or another business combination by November 29, 2021 (or such other date as may be approved by Alussa’s shareholders), Alussa must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable) divided by the number of then outstanding Public Shares (estimated to be approximately $10.08 per share as of the Record Date) and, following such redemption, Alussa will liquidate and dissolve.

Q. When do you expect the Business Combination to be completed?

 

A.     It is currently anticipated that the Business Combination will be consummated promptly following the Alussa Special Meeting which is set for June 30, 2021; however, such meeting could be adjourned, as described above or the consummation of the Business Combination could be postponed as described in “Extraordinary General Meeting of Alussa Shareholders — Statutory Appraisal Rights under the Companies Act of the Cayman Islands.” For a description of the conditions for the completion of the Business Combination, see the section titled “The Business Combination Proposal — The Business Combination Agreement — Closing Conditions.”

25

Table of Contents

Q. What do I need to do now?

 

A.     Alussa urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or warrant holder of Alussa. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q. How do I vote?

 

A.     If you are a holder of record of Alussa Ordinary Shares on the Record Date, you may vote virtually at the Alussa Special Meeting or by submitting a proxy for the Alussa Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” or in a margin or similar account, which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote the shares you beneficially own or, if you wish to virtually attend the meeting and vote, obtain a legal proxy from your broker, bank or nominee. Beneficial investors who own their investments through a bank or broker will need to contact Continental Stock Transfer & Trust Company to receive a control number at least 72 hours before the Alussa Special Meeting.

Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A.     No. As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal, the Merger Proposal, the Incentive Plan Proposal or the Share Issuance Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

Q. May I change my vote after I have mailed my signed proxy card?

 

A.     Yes. Shareholders may send a later-dated, signed proxy card to Alussa, care of Morrow Sodali LLC, at 470 West Avenue, 3rd Floor, Stamford, Connecticut 06902 so that it is received by Alussa no later than 10:00 a.m. Eastern Time, on June 28, 2021 being 48 hours before the time appointed for the holding of the Alussa Special Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting) or attend the Alussa Special Meeting virtually and vote. Any amended proxy card received after the specified cut off time will be disregarded.

Shareholders also may revoke their proxy by sending a notice of revocation to Alussa, care of Morrow Sodali LLC, at 470 West Avenue, 3rd Floor, Stamford, Connecticut 06902, which must be received no later than 10:00 a.m. Eastern Time, on June 28, 2021 being 48 hours before the time appointed for the holding of the Alussa Special Meeting (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting).

Q. What happens if I fail to take any action with respect to the Alussa Special Meeting?

 

A.     If you fail to take any action with respect to the Alussa Special Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of Pubco. If you fail to take any action with respect to the Alussa Special Meeting and the Business Combination is not approved, you will continue to be a shareholder and/or warrant holder of Alussa.

Q. What should I do with my share and/or warrants certificates?

 

A.     Alussa Warrant holders should not submit their warrant certificates now and those Alussa shareholders who do not wish to exercise their redemption rights should not submit their share certificates now. After the consummation of the Business Combination, Pubco’s transfer agent will send instructions to Alussa security holders regarding the exchange of their Alussa securities for Pubco securities. Alussa shareholders who exercise their redemption rights must deliver their share certificates to the Transfer Agent (either physically or electronically) at least two (2) business days prior to the vote at the Alussa Special Meeting. See the question “How do I exercise my redemption rights?” above.

26

Table of Contents

Q. What should I do if I receive more than one set of voting materials?

 

A.     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Alussa Ordinary Shares.

Q. Who can help answer my questions?

 

A.     If you are a shareholder and have questions about the Business Combination you may contact Daniel Barcelo of Alussa at daniel@alussaenergy.com. You may also obtain additional information about Alussa from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you are a shareholder and need additional copies of the proxy statement/prospectus or the enclosed proxy card or have any questions about how to vote or direct a vote in respect of your Alussa Ordinary Shares you should contact:

Morrow Sodali LLC

470 West Avenue, 3rd Floor

Stamford, Connecticut 06902

Individuals call toll-free: (800) 662-5200

Banks and Brokerage Firms, please call: (203) 658-9400

Email: ALUS.info@investor.morrowsodali.com

If you are a holder of Public Shares and you intend to seek Redemption of your shares, you will need to deliver your shares (either physically or electronically) to the Transfer Agent at the address below at least two (2) business days prior to the vote at the Alussa Special Meeting. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Mr. Mark Zimkind

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

27

Table of Contents

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Alussa Special Meeting, including the Business Combination, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus, and is incorporated by reference into this proxy statement/prospectus, and the Plan of Merger attached as Annex C to this proxy statement/prospectus. The Business Combination Agreement and the Plan of Merger are the legal documents that govern the Cayman Merger. The Business Combination Agreement is the legal document that governs the Norway Demerger, the Norway Merger, the Cross-Border Merger and the other transactions that will be undertaken in connection with the Business Combination. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section titled “The Business Combination Agreement.” For a discussion summarizing the U.S. federal income tax considerations of the Business Combination, see the section titled “United States Federal Income Tax Considerations.”

The Parties

Alussa

Alussa is a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Alussa was incorporated under the laws of the Cayman Islands on June 13, 2019.

On November 29, 2019, Alussa closed its IPO of 25,000,000 Alussa Units, with each Alussa Unit consisting of one Public Share and one half of one Alussa Public Warrant to purchase one Class A ordinary share at a purchase price of $11.50. On December 5, 2019, Alussa consummated the sale of an additional 3,750,000 Alussa Units which were subject to an over-allotment option granted to the underwriters of its IPO. The Alussa Units from the IPO (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $287,500,000. Simultaneously with the consummation of the IPO and the exercise of the underwriters’ over-allotment option, Alussa consummated the private sale of 8,750,000 warrants to the Alussa Initial Shareholders, in each case at $1.00 per warrant for an aggregate purchase price of $8,750,000. A total of $287,500,000 was deposited into the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The IPO was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-234440) that became effective on November 25, 2019. As of the Record Date, there was approximately $289,841,623.89 held in the Trust Account.

After consummation of the Business Combination, the funds in the Trust Account will be used by Pubco to pay Public Shareholders who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with FREYR (including fees of an aggregate of approximately $10,062,500 deferred fees from the Initial Public Offering to certain underwriters and finders to be paid in connection with the closing of the Business Combination), and to repay the outstanding loan owed by Alussa to Sponsor. Any remaining funds will be used for working capital and general corporate purposes of Pubco and/or FREYR.

Alussa Units, Public Shares and Public Warrants are listed on NYSE under the symbols “ALUS.U,” “ALUS” and “ALUS.WS,” respectively.

Alussa’s registered office is PO Box 500, 71 Fort Street, Grand Cayman KY1-1106, Cayman Islands. After the consummation of the Business Combination, Alussa will become a wholly-owned subsidiary of Pubco.

Pubco

Pubco was incorporated on January 20, 2021 solely for the purpose of effectuating the Business Combination described herein. Pubco was incorporated under the laws of Luxembourg as a public limited liability company (société anonyme). Pubco owns no material assets and does not operate any business.

28

Table of Contents

Prior to the consummation of the Business Combination, the sole shareholder of Pubco is Alussa Energy Sponsor LLC and the sole director of Pubco is Maurice Dijols.

The mailing address of Pubco’s registered and principal executive office is 412F, route d’Esch, L-2086 Luxembourg, Grand Duchy of Luxembourg.

FREYR

FREYR’s mission and vision is to accelerate the decarbonization of the transportation sector and energy systems by delivering some of the world’s cleanest and most cost-effective batteries. The global response to climate change is driving two notable trends: first, a shift from an energy system based on fossil fuels to an energy system based on renewable, intermittent sources of energy such as solar and wind power, and second, an increased electrification of existing transportation, energy and infrastructure systems. FREYR believes that these two trends will drive substantially increased demand for electricity storage in general and the need for lithium-ion batteries in particular. FREYR’s initial focus is on production of the battery cell, which represents approximately 32% of battery value chain revenues and is one of the more energy intensive parts of the value chain. FREYR’s manufacturing platform will have the capabilities to host many types of battery specifications, as determined by customer demand, and will pursue (1) licensing-based partnerships to develop and enhance next-generation technology and (2) partnerships with conventional battery cell technology providers.

FREYR is a development stage company with no revenue to date and that has 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 to the year ended December 31, 2020. 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 was founded on February 1, 2018 and is incorporated and domiciled in Norway. FREYR registered with the Norway Register of Business Enterprises on February 21, 2018.

The mailing address of FREYR’s principal executive offices are Mo i Rana, Nytorget 1, 8622 Mo i Rana, Norway, and its phone number is. (+47) 4539 7184. FREYR’s corporate website address is https://www.freyrbattery.com/. FREYR’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

The Business Combination Proposal

Pursuant to the terms of the Business Combination Agreement, (a) prior to the First Closing, the FREYR Wind Business will be transferred to SVPH as a result of the Norway Demerger, (b) at the First Closing, Alussa will merge with and into Cayman Merger Sub, with Alussa continuing as the surviving entity, (c) following the First Closing and prior to the Second Closing, Alussa will distribute all of its interests in Norway Merger Sub 1 to Pubco and a wholly owned subsidiary of Pubco, (d) at the Second Closing, FREYR will merge with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity, (e) at the Second Closing, Pubco will acquire 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 and (f) at the Second Closing, Norway Merger Sub 1 will merge with and into Pubco, with Pubco continuing as the surviving entity. Following completion of the Mergers, Alussa and Norway Merger Subs shall be wholly-owned subsidiaries of Pubco and the former security holders of Alussa and FREYR will become security holders of Pubco. See the section titled “The Business Combination Proposal.”

The Merger Proposal

As part of the Business Combination, the shareholders of Alussa will vote on the merger of Alussa with Cayman Merger Sub, with Alussa being the surviving company and all the undertakings, properties and liabilities of the Cayman Merger Sub and Alussa will vest in Alussa by virtue of such merger pursuant to the Cayman Companies Act and the Plan of Merger attached hereto as Annex C. See the section titled “The Merger Proposal.”

29

Table of Contents

The Share Issuance Proposal

NYSE listing rules require that its listed companies obtain shareholder approval for issuances of securities in excess of 20% of its issued and outstanding voting stock prior to the issuance. In connection with the approval of the Business Combination Proposal, Alussa’s shareholders will be asked to consider and vote upon a proposal to approve, for purposes of complying with applicable NYSE listing rules, the issuance of securities in excess of 20% of the issued and outstanding Pubco Ordinary Shares. Please see the section titled “The Share Issuance Proposal.”

The Incentive Plan Proposal

In connection with the Business Combination, the Pubco and Alussa boards approved the adoption by Pubco of its 2021 Equity Incentive Plan or “2021 Plan,” subject to Alussa shareholder approval, 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. Please see the section titled “The Incentive Plan Proposal.”

The Adjournment Proposal

If, based on the tabulated vote 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 chairman of the Alussa Special Meeting may submit a proposal to adjourn the Alussa Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. Please see the section titled “The Adjournment Proposal.”

Alussa Initial Shareholders

As of the Record Date, the Alussa Initial Shareholders beneficially owned and are entitled to vote an aggregate of 7,187,500 Founder Shares that were issued prior to the IPO. The Founder Shares currently constitute 20% of the outstanding Alussa Ordinary Shares.

Each of the Sponsor and officers and directors of Alussa agreed to vote the Founder Shares, as well as any Public Shares acquired in the aftermarket, in favor of the Business Combination Proposal, and all other proposals being presented at the Alussa Special Meeting. The Founder Shares have no redemption rights in the event a business combination is not effected in the required time period and will be worthless if no business combination is effected by Alussa.

Encompass Capital Advisors LLC

As of the Record Date, Encompass (through certain funds and/or separate accounts managed by Encompass) beneficially owned and is entitled to vote an aggregate of 2,584,066 Class A Ordinary shares of Alussa. Such shares constitute approximately 7.19% of the outstanding Alussa Ordinary Shares.

Each of Encompass Capital Master Fund LP and Encompass Capital E L Master Fund L.P. agreed to vote its Class A ordinary shares in favor of the Business Combination Proposal and all other proposals being presented at the Alussa Special Meeting.

Date, Time and Place of Alussa Special Meeting

The Alussa Special Meeting will be held at 10:00 a.m., Eastern Time, on June 30, 2021, via live webcast to consider and vote upon the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies if, based upon the tabulated vote 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.

30

Table of Contents

Voting Power; Record Date

Alussa shareholders will be entitled to vote or direct votes to be cast at the Alussa Special Meeting if they owned Alussa Ordinary Shares at the close of business on April 30, 2021, which is the Record Date for the Alussa Special Meeting. Voting on all resolutions at the Alussa Special Meeting will be conducted by way of a poll vote. Shareholders will have one vote for each Alussa Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must instruct your broker, bank or other nominee how to vote the shares you beneficially own in accordance with the voting instruction form you receive from your broker, bank or other nominee. If you wish to virtually attend the Alussa Special Meeting and vote, you must contact your broker, bank or other nominee to obtain a legal proxy from and instructions on the procedures to be followed. Alussa Warrants do not have voting rights. On the Record Date, there were 35,937,500 Alussa Ordinary Shares outstanding, of which 28,750,000 were Public Shares with the rest being held by the Alussa Initial Shareholders. Beneficial investors who own their investments through a bank or broker will need to contact Continental Stock Transfer & Trust Company to receive a control number at least 72 hours before the Alussa Special Meeting.

Quorum and Vote of Alussa Shareholders

A quorum of Alussa shareholders is necessary to hold a valid meeting. A quorum will be present at the Alussa Special Meeting if a majority of the outstanding shares entitled to vote at the meeting are represented virtually or by proxy. Abstentions and Broker Non-Votes will be counted towards determining the presence of a quorum for the transaction of business at the Alussa Special Meeting but will not be treated as votes cast and will, therefore, not affect the outcome of the vote on the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal (if presented). As at the Record Date, the Alussa Initial Shareholders held 20% of the outstanding Alussa Ordinary Shares, and Encompass managed funds and/or managed accounts beneficially own approximately 7.19% of the outstanding Alussa Ordinary Shares. Such shares, as well as any Public Shares acquired in the aftermarket by the Alussa Initial Shareholders and Encompass, will be voted in favor of the proposals presented at the Alussa Special Meeting. The proposals presented at the Alussa Special Meeting will require the following votes:

•        The approval of the Business Combination Proposal will require an “Ordinary Resolution” as a matter of Cayman Islands law and pursuant to the Alussa Articles.

•        The approval of the Merger Proposal will require a “Special Resolution” as a matter of Cayman Islands law and pursuant to the Alussa Articles.

•        The approval of the Share Issuance Proposal will require an “Ordinary Resolution” as a matter of Cayman Islands law and pursuant to the Alussa Articles.

•        The approval of the Incentive Plan Proposal will require an “Ordinary Resolution” as a matter of Cayman Islands law and pursuant to the Alussa Articles.

•        The approval of the Adjournment Proposal will require an “Ordinary Resolution” as a matter of Cayman Islands law and pursuant to the Alussa Articles.

The approval of each of the Business Combination Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and the Adjournment Proposal requires an “Ordinary Resolution”, requiring the affirmative vote of the holders of a majority of the Alussa Ordinary Shares that are voted at the Alussa Special Meeting at which a quorum is present. The approval of the Merger Proposal requires a Special Resolution, requiring the affirmative vote of the holders of a two-thirds majority of the Alussa Ordinary Shares that are voted at the Alussa Special Meeting at which a quorum is present. Assuming a quorum is established, a shareholder’s failure to vote by proxy or to vote virtually at the Alussa Special Meeting will have no effect on any of the proposals.

Under the Business Combination Agreement, the approval of each of the Business Combination Proposal, the Merger Proposal and the Share Issuance Proposal is a condition to the consummation of the Business Combination. The Business Combination Proposal, the Merger Proposal and the Share Issuance Proposal are each conditioned on the approval of the other approvals. As such, in the event that any of the Business Combination Proposal, the Merger Proposal or the Share Issuance Proposal do not receive the requisite vote for approval, then Alussa will not consummate the Business

31

Table of Contents

Combination. The Incentive Plan Proposal will not be submitted for shareholder vote at the Alussa Special Meeting if the Business Combination Proposal, the Merger Proposal and the Share Issuance Proposal are not approved. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Redemption Rights

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 June 28, 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. It is a requirement and condition for any Redemption that such redeeming holder of Public Shares does not elect to exercise statutory dissenter rights under the Cayman Companies Act.

If a holder of Public Shares properly makes a demand for Redemption as described above, 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. See the section titled “Extraordinary General Meeting of Alussa Shareholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

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.

The Business Combination will not be consummated (i) if Alussa would have less than $5,000,001 of net tangible assets after giving effect to the payment of amounts that will be required to be paid to redeeming shareholders upon consummation of the Business Combination or (ii) if the Minimum Cash Condition is not satisfied.

Holders of Alussa Warrants will not have redemption rights with respect to such securities.

Statutory Appraisal Rights under the Companies Act of the Cayman Islands

Holders of Alussa Units and Alussa Warrants do not have appraisal rights in respect to their Alussa Units and Alussa Warrants in connection with the Business Combination under the Cayman Companies Act.

Holders of record of Alussa Ordinary Shares who comply with the applicable requirements of Section 238 of the Cayman Companies Act may have the right, under certain circumstances, to object to the Cayman Merger and exercise statutory appraisal (“dissenter”) rights, including rights to seek payment of the fair value of their Alussa Ordinary Shares. These statutory appraisal rights are separate to and mutually exclusive of the right of holders of Public Shares to elect to have their shares redeemed for cash at the applicable Redemption Price in accordance with the Alussa Articles. Shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights contained in Section 238 of the Cayman Companies Act.

It is possible that, if Alussa shareholders exercise their statutory dissenter rights, the fair value of the Alussa Ordinary Shares determined under Section 238 of the Cayman Companies Act could be more than, the same as, or less than shareholders would obtain if they exercise their redemption rights as described herein. Shareholders need not vote against any of the proposals at the Alussa Special Meeting in order to exercise their statutory dissenter rights under the Cayman Companies Act.

Shareholders who do wish to exercise dissenter rights, if applicable, will be required to deliver notice to Alussa prior to the Alussa Special Meeting and follow the process prescribed in Section 238 of the Cayman Companies Act. This is a separate process with different deadline requirements to the process which shareholders must follow if they wish to

32

Table of Contents

exercise their redemption rights in accordance with the Alussa Articles. Any Alussa shareholder who elects to exercise statutory dissenter rights under the Cayman Companies Act must do so in respect of all of the Alussa Ordinary Shares that person holds and will lose their right to have their Public Shares redeemed for cash in accordance with the Alussa Articles.

At the Cayman Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and extinguished, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 238 of the Cayman Companies Act. Notwithstanding the foregoing, if any such holder shall have failed to perfect or prosecute or shall have otherwise waived, effectively withdrawn or lost his, her or its rights under Section 238 of the Cayman Companies Act (including in the circumstances described in the immediately following paragraph) or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 238 of the Cayman Companies Act, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 238 of the Cayman Companies Act shall cease and such Alussa Ordinary Shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s Alussa Ordinary Shares shall thereupon be deemed to have been converted as of the Cayman Effective Time into the right to receive the merger consideration comprising one Pubco Ordinary Share for each Alussa Ordinary Share. As a result, such shareholder will not receive any cash for their Alussa Ordinary Shares and will become a shareholder of Pubco.

In the event that any holder of Alussa Ordinary Shares delivers notice of their intention to exercise Dissent Rights, Alussa and the other parties to the Business Combination Agreement may in their sole discretion delay the consummation of the Business Combination in order to invoke the limitation on dissenter rights under Section 239 of the Cayman Companies Act. In such circumstances where the exception under Section 239 of the Cayman Companies Act is invoked, no Dissent Rights shall be available to Alussa shareholders, including those Alussa shareholders who have delivered a written objection to the Cayman Merger prior to the Alussa Special Meeting and followed the process prescribed in Section 238 of the Cayman Companies Act, and each such holder’s Alussa Ordinary Shares shall thereupon be deemed to have been converted as of the Cayman Effective Time into the right to receive the merger consideration comprising one Pubco Ordinary Share for each Alussa Ordinary Share. Accordingly, Alussa shareholders are not expected to ultimately have any appraisal or dissent rights in respect of their Alussa Ordinary Shares in connection with the Cayman Merger or Business Combination.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Alussa has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies.

Appointment of a proxy does not preclude a shareholder from attending and voting its shares virtually at the Alussa Special Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section titled “Extraordinary General Meeting of Alussa Shareholders — Revoking Your Proxy.”

Interests of Alussa Directors and Officers in the Business Combination

When you consider the recommendation of the Alussa 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.

33

Table of Contents

•        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 ordinary 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 dated February 9, 2021 (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 (the “Loan Note Conversion”).

34

Table of Contents

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, the Alussa Initial Shareholders, Encompass or FREYR’s shareholders and/or their respective affiliates, may purchase Alussa Ordinary 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 Alussa Ordinary 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 Alussa Ordinary 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 satisfying the requirement that the holders of the requisite majority of all of the outstanding Alussa Ordinary Shares entitled to vote at the Alussa Special Meeting to approve the Business Combination Proposal and the Merger Proposal vote in its favor and that Alussa have in excess of the required amount to consummate the Business Combination under the Business Combination Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Alussa Initial Shareholders or Encompass for nominal value.

Entering into any such arrangements may have a depressive effect on Class A ordinary shares. For example, as a result of these arrangements, an investor or holder may have to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Alussa Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals to be presented at the Alussa Special Meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that Alussa will have in excess of the required amount of cash available to consummate the Business Combination as described above.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Alussa will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the Merger Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation to Shareholders

Alussa’s board of directors believes that the Business Combination Proposal and the other proposals to be presented at the Alussa Special Meeting are fair to and in the best interest of Alussa’s shareholders and unanimously recommends that its 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.

Conditions to the Closing of the Business Combination

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

35

Table of Contents

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;

•        this 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 (as defined below); 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.

In addition, 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 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 (a) the executed Registration Rights Agreement (signed by the Purchaser Representative); (y) the executed Escrow Agreement (signed by the Purchaser Representative); and (z) the amended and restated articles of association of Pubco (the “First Amended Pubco Articles”); and

36

Table of Contents

•        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.

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 Date:

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

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

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

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

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Alussa will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the following factors: (i) FREYR’s existing operations will comprise the ongoing operations of the combined company, (ii) FREYR’s senior management will comprise the senior management of the combined company and (iii) no shareholder will have control of the board of directors or a majority voting interest in the combined company after the Business Combination. In accordance with guidance applicable to these circumstances, the Business Combination will be treated as the equivalent of Pubco issuing shares for the net assets of Alussa, accompanied by a recapitalization. The net assets of Alussa will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of FREYR.

Regulatory Matters

The Business Combination Agreement and the transactions contemplated by the Business Combination Agreement are not subject to any additional federal or state regulatory requirement or approval, except for filings with the Registrar of Companies of the Cayman Islands, the Norwegian Registry of Business Enterprises and RESA necessary to effectuate the transactions contemplated by the Business Combination Agreement.

Risk Factors

In evaluating the proposals to be presented at the Alussa Special Meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section titled “Risk Factors.”

37

Table of Contents

SELECTED HISTORICAL FINANCIAL INFORMATION

Alussa

Alussa’s selected historical statements of operations and cash flows information for the year ended December 31, 2020 and for the period from June 13, 2019 (inception) through December 31, 2019, and its selected historical balance sheet information as of December 31, 2020 and 2019 are derived from Alussa’s audited financial statements included elsewhere in this proxy statement/prospectus. Alussa’s selected historical statements of operations and cash flows information for the three months ended March 31, 2021 and 2020 and its selected historical balance sheet information as of March 31, 2021 are derived from Alussa’s unaudited interim financial statements included elsewhere in this proxy statement/prospectus. The financial statements of Alussa are stated in U.S. dollars ($).

The selected historical information in this section should be read in conjunction with each of Alussa’s financial statements and related notes and “Alussa’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Alussa following the Business Combination.

(in thousands, except per share information)

 





For the three months ended
March 31,

 

For the year
ended
December 31,
2020

 

For the period
from June 13,
2019
(inception)
through
December 31,
2019

2021

 

2020

 

Statement of Operations Information:

 

 

 

 

 

 

 

 

 

 

 

 

Operating costs

 

$

5,329

 

 

$

500

 

 

$

5,191

 

 

$

1,173

 

Net income (loss)

 

 

(30,918

)

 

 

8,943

 

 

 

(7,581

)

 

 

(4,780

)

Basic and diluted net income per redeemable ordinary share

 

$

 

 

$

0.03

 

 

$

0.07

 

 

$

0.06

 

Basic and diluted net income (loss) per non-redeemable ordinary share

 

$

(2.48

)

 

$

0.71

 

 

$

(0.84

)

 

$

(0.72

)

Statement of Cash Flows Information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$

(587

)

 

$

(402

)

 

$

(1,911

)

 

$

(229

)

Net cash used in investing activities

 

 

 

 

 

 

 

 

 

 

 

(287,500

)

Net cash provided by financing activities

 

 

550

 

 

 

 

 

 

 

 

 

290,011

 

 

As of
March 31,
2021

 

As of December 31,

(in thousands)

 

2020

 

2019

Balance Sheet Information:

 

 

   

 

   

 

 

Total assets

 

$

290,393

 

$

290,440

 

$

290,226

Total liabilities

 

 

79,696

 

 

48,824

 

 

41,030

Ordinary shares subject to possible redemption

 

 

205,697

 

 

236,616

 

 

244,196

Total shareholders’ equity

 

 

5,000

 

 

5,000

 

 

5,000

38

Table of Contents

FREYR

FREYR’s selected historical consolidated statements of operations and cash flows information for the years ended December 31, 2020 and 2019, and its selected historical consolidated balance sheet information as of December 31, 2020 and 2019 are derived from FREYR’s audited financial statements included elsewhere in this proxy
statement/prospectus. FREYR’s selected historical statements of operations and cash flows information for the three months ended March 31, 2021 and 2020 and its selected historical balance sheet information as of March 31, 2021 are derived from FREYR’s unaudited interim financial statements included elsewhere in this proxy statement/prospectus. The financial statements of FREYR are stated in U.S. dollars ($).

The selected historical consolidated information in this section should be read in conjunction with each of FREYR’s financial statements and related notes and “FREYR’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of FREYR following the Business Combination.

 

For the three months ended
March 31,

 

For the years ended
December 31,

(in thousands, except per share information)

 

2021

 

2020

 

2020

 

2019

Statement of Operations Information:

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

$

11,919

 

 

$

880

 

 

$

8,923

 

 

$

2,473

 

Net loss

 

 

(11,887

)