Item 4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies ("SPACs")" (the "SEC Statement"). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement, dated as of November 25, 2019 between Alussa and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent. As a result of the SEC Statement, Alussa reevaluated the accounting treatment of (i) the 14,375,000 redeemable warrants (the "Public Warrants") that were included in the units issued by Alussa in its initial public offering (the "IPO") and for the underwriters' exercise of their over-allotment option and (ii) the 8,750,000 redeemable warrants (together with the Public Warrants, the "Warrants") that were issued to Alussa's sponsor in private placements that closed concurrently with the closing of the IPO and the underwriters' exercise of their over-allotment option, and determined to classify the Warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. While Alussa has not generated any operating revenues to date and will not generate any operating revenues until after completion of its initial business combination, at the earliest, the change in fair value of the Warrants is a non-cash charge and will be reflected in Alussa's statement of operations.

On May 5, 2021, Alussa's management and the Audit Committee of Alussa's Board of Directors (the "Audit Committee") concluded that, in light of the SEC Statement, it is appropriate to restate (i) certain items on Alussa's previously issued audited balance sheet dated as of November 29, 2019, which was related to its IPO, (ii) Alussa's previously issued unaudited interim financial statements as of and for the periods ended September 30, 2020, June 30, 2020, and March 31, 2020 and (iii) Alussa's previously issued audited financial statements as of December 31, 2020 and 2019, for the year ended December 31, 2020 and for the period from June 13, 2019 (inception) through December 31, 2019 (the "Relevant Periods"). Considering such restatement, such financial statements for the Relevant Periods should no longer be relied upon. Alussa will file an amendment to its Annual Report on Form 10-K as of December 31, 2020 and for the period from June 13, 2019 (inception) through December 31, 2020, which will include the restated financial statements for the Relevant Periods. Alussa's Audit Committee has discussed this matter with Marcum LLP, Alussa's independent registered public accounting firm.

Going forward, unless we amend the terms of our warrant agreement, we expect to continue to classify our warrants as a liability, which would require us to incur the cost of measuring the fair value of the warrant liabilities, and which may have an adverse effect on our results of operations.









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