Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

This section describes the material provisions of the Business Combination Agreement (as defined below) but does not purport to describe all of the terms and conditions thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1. Alussa's shareholders, warrant holders and other interested parties are urged to read such agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement.





General Terms and Effects

On January 29, 2021, Alussa entered into a Business Combination Agreement (the "Business Combination Agreement") with FREYR A/S, a company organized under the laws of Norway ("FREYR"), Alussa Energy Sponsor LLC, a limited liability company formed under the laws of Delaware, in the capacity as the representative for the Alussa shareholders in accordance with the terms and conditions of the Business Combination Agreement ("Sponsor" or "Purchaser Representative"), FREYR Battery, a corporation in the form of a public limited liability company organized under the laws of Luxembourg ("Pubco"), Norway Sub 1 AS, a private limited liability company under the laws of Norway ("Norway Merger Sub 1"), Norway Sub 2 AS, a private limited liability company under the laws of Norway ("Norway Merger Sub 2" and together with Norway Merger Sub 1, the "Norway Merger Subs"), Adama Charlie Sub, a Cayman Islands exempted company ("Cayman Merger Sub"), certain shareholders of FREYR named in the Business Combination Agreement (the "Major Shareholders"), and ATS NEXT AS, in the capacity as the representative for the Major Shareholders in accordance with the terms and conditions of the Business Combination Agreement (the "Shareholder Representative").

Prior to the completion of the transactions contemplated by the Business Combination Agreement, (i) the Norway Merger Subs shall be wholly-owned subsidiaries of Alussa, (ii) Pubco shall be a wholly-owned subsidiary of Purchaser Representative and (iii) Cayman Merger Sub shall be a wholly-owned subsidiary of Pubco.





                                       2

Pursuant to the terms of the Business Combination Agreement, (a) Alussa will merge with and into Cayman Merger Sub, with Alussa continuing as the surviving entity (the "Cayman Merger"), (b) Alussa will distribute all of its interests in Norway Merger Sub 1 to Pubco, (c) FREYR will merge with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity (the "Norway Merger"), (d) Norway Merger Sub 1 will merge with and into Pubco, with Pubco continuing as the surviving entity (the "Cross-Border Merger"), as a result of which, (i) each issued and outstanding security of Alussa immediately prior to the effective time of the Cayman Merger shall be exchanged for the right of the holder thereof to receive securities of Pubco in accordance with the Business Combination Agreement (or, in the case of Dissenting Purchaser Shareholders, if any, the right to receive the fair value of such holder's Dissenting Purchaser Ordinary Shares and such other rights as are granted by the Cayman Companies Law), (ii) each issued and outstanding security of FREYR immediately prior to the effective time of the Norway Merger shall be exchanged for the right of the holder thereof to receive securities of Norway Merger Sub 1 in accordance with the Business Combination Agreement and (iii) each issued and outstanding security of Norway Merger Sub 1 immediately prior to the Cross-Border Effective Time shall be exchanged for the right of the holder to receive securities of Pubco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law.

Prior to the First Closing (as defined below), FREYR will transfer its wind farm business to Sjonfjellet Vindpark Holding AS ("SVPH"), a private limited liability company to be incorporated by way of demerger resulting in such business becoming held by the FREYR shareholders through such company (the "Norway Demerger") in accordance with the Norway Plan of Demerger.





Consideration

After the implementation of the Norway Merger and prior to the implementation of the Cross-Border Merger, Pubco shall acquire all preferred shares of Norway Merger Sub 1 (which will be issued in exchange for the preferred shares in FREYR as a part of the Norway Merger) from the Company Preferred Share Transferors (as defined below) in exchange for a number of newly issued shares of Pubco equal to (A) (i) $7,447,500 or, (ii) to the extent the Company Preferred Share Transferors fund a second tranche of investment in preferred shares, $14,895,000, divided by (B) $10.00 per ordinary share (the "PIPE Price"). As part of such transaction, 92,500,000 warrants held by the Company Preferred Share Transferors to subscribe for common shares of Norway Merger Sub 1 (which will be issued in exchange for the warrants in FREYR as a part of the Norway Merger) shall be cancelled. Certain of the Company Preferred Share Transferors and FREYR entered into a Funding Commitment Letter in respect of the preferred share investment on October 23, 2020, as amended or restated, setting forth an agreement to invest either $7,500,000 or up to $15,000,000 into preferred shares and warrants of FREYR. Following the Norway Demerger, the Company Preferred Share Transferors will also receive shares in SVPH. The Company Preferred Share Transferors informed us that they have entered into an agreement with another 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 Norway Merger Sub 1's acquisition by Pubco.

As a result of and upon the Second Closing (as defined below), among other things, all outstanding FREYR Shares (other than those held by Pubco), will be exchanged for the right to receive shares in Pubco, which in the aggregate will be a number of Pubco ordinary shares equal to (A) $410,550,000 (the "Base Consideration"), plus or minus (B) any Legal Cost Adjustment (as described below), as applicable, and dividing such number by the lower of (i) the Redemption Price and (ii) the PIPE Price (as defined in the Commitment Agreements), which number shall then be multiplied by (C) the Exchange Ratio. The Legal Cost Adjustment shall be (x) to the extent the legal costs incurred in connection with the Transactions by FREYR up to the Second Closing Date ("FREYR Legal Costs") exceed $4,500,000, an amount equal to the FREYR Legal Costs minus $4,500,000 (which amount shall be deducted from the consideration above), (y) 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 (which amount shall be added to the consideration above) and (z) to the extent the FREYR Legal Costs are between $2,500,000 and $4,500,000, the Legal Cost Adjustment shall equal $0. The Exchange Ratio is a number equal to the quotient obtained by dividing (a) the . . .

Item 3.02. Unregistered Sales of Equity Securities

The disclosure set forth above under the heading "Subscription Agreements" in Item 1.01 of this Current Report on Form 8-K are incorporated by reference into this Item 3.02. The Pubco Ordinary Shares to be issued in connection with the Subscription Agreements and Pubco securities to be issued to the holders of FREYR securities are not to be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, Regulation S and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

On January 29, 2021, Alussa and FREYR issued a joint press release announcing the execution of the Business Combination Agreement described in Item 1.01 above. The press release is attached hereto as Exhibit 99.1.

Attached as Exhibit 99.2 is the investor presentation that will be used by Alussa, Pubco and FREYR with respect to the transactions contemplated by the Business Combination Agreement.





                                       14

On January 29, 2021, Alussa and FREYR held an investor conference call regarding the proposed Business Combination. A copy of the prepared remarks for the call is attached hereto as Exhibit 99.3.

The foregoing items are being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits







Exhibit No.   Description
2.1*            Business Combination Agreement, dated as of January 29, 2021, by and
              among Alussa, FREYR, Sponsor, Pubco, Norway Merger Sub 1, Norway Merger
              Sub 2, Cayman Merger Sub, the Shareholder Representative and the Major
              Shareholders.

10.1            Form of Lock-up Agreement

10.2            Form of Registration Rights Agreement

10.3            Form of Purchaser Shareholder Irrevocable Undertakings

10.4            Form of FREYR Shareholder Irrevocable Undertakings

10.5            Form of Preferred Share Acquisition Agreement

10.6            Form of Subscription Agreement

99.1            Press Release, dated January 29, 2021

99.2            Investor Presentation, dated January 2021

99.3            Script of Prepare Remarks for Investor Call, dated January 29, 2021

* Certain exhibits and schedules to this Exhibit have been omitted in accordance

with Regulation S-K Item 601(b)(2). Alussa agrees to furnish supplementally a

copy of any omitted exhibit or schedule to the SEC upon its request.






                                       15

© Edgar Online, source Glimpses