| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Alussa Energy Acquisition Corp. [ ALUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2021 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B ordinary shares | (1) | 07/09/2021 | D | 7,187,500 | (1) | (1) | Ordinary Shares | 7,187,500 | (1) | 0 | I | See footnote(1)(3) | |||
| Private placement warrants | (2) | 07/09/2021 | M | 10,250,000 | (2) | (2) | Ordinary Shares | 10,250,000 | $0 | 0 | I | See footnote(2)(3) | |||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. On July 9, 2021, Alussa Energy Acquisition Corp. ("ALUS") consummated its initial business combination (the "Business Combination") with FREYR AS. In connection with the consummation of the Business Combination, each share of Class B ordinary share, par value $0.0001 per share, of ALUS was exchanged for one share of FREYR Battery's Ordinary Shares, with no par value. Daniel Barcelo, the former Chief Executive Officer and President of ALUS prior to the consummation of the Business Combination, is the managing member of Alussa Energy Sponsor LLC (the "Sponsor"). |
| 2. In connection with the Business Combination, each private placement warrant of ALUS was exchanged for one warrant of FREYR Battery's private warrants. Each whole FREYR Battery private warrant entitles the holder thereof to purchase one (1) Ordinary Share of FREYR Battery at a purchase price of $11.50 per share on the same terms and conditions as ALUS's private placement warrants. The number of ALUS private placement warrants exchanged also includes 1,500,000 working capital warrants issued by ALUS to the Sponsor on April 30, 2021, which have the same terms and conditions as ALUS's private placement warrants. |
| 3. Mr. Barcelo has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Barcelo disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| /s/ Daniel Barcelo | 07/13/2021 | |
| /s/ Daniel Barcelo, as Managing Member of Alussa Energy Sponsor LLC | 07/13/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||