SEC Form SC 13G filed by Alussa Energy Acquisition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.)*

Alussa Energy Acquisition Corp

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*See Item 4 for additional information.

*See Item 4 for additional information.

Alussa Energy Acquisition Corp (the “Issuer”)

PO Box 500, 71 Fort Street, Grand Cayman E9 KY11106

This report on Schedule 13G is being filed by Candlestick Capital Management LP, a Delaware limited partnership (the “Firm”), and Candlestick Master Fund LP, a Cayman Islands exempted limited partnership (“Candlestick Master”). The address for the Firm and Candlestick Master is: 1 Lafayette Place, Greenwich, Connecticut 06830.

Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”),

G0232J101

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a:

N/A

Item 4. Ownership

Information with respect to the Firm’s and Candlestick Master’s ownership of securities of the Issuer is incorporated by reference to items (5) - (9) and (11) of the respective cover page of the Firm and Candlestick Master.

As reported in the cover pages to this report, the ownership information with respect to the Firm is as follows:

(a) Amount Beneficially Owned: 1,500,000*

(b) Percent of Class: 5.2%*

(c) Number of Shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 1,500,000*

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 1,500,000*

As reported in the cover pages to this report, the ownership information with respect to Candlestick Master is as follows:

(a) Amount Beneficially Owned: 1,441,493

(b) Percent of Class: 5.0%*

(c) Number of Shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 1,441,493

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 1,441,493*

*The Firm is the investment manager to Candlestick Master and Candlestick US F&F Fund LP (“Candlestick F&F”). As of February 10, 2021, the Firm may be deemed to beneficially own an aggregate of 1,500,000 Class A Ordinary Shares of the Issuer consisting of (i) 1,441,493 Class A Ordinary Shares held by Candlestick Master and (ii) 58,507 Class A Ordinary Shares held by Candlestick F&F. The Firm, as the investment manager to Candlestick Master and Candlestick F&F, may be deemed to beneficially own these securities. Jack Woodruff is the sole member of the general partner of the Firm and exercises investment discretion with respect to these securities. Ownership percentages are based on 28,750,000 Class A Ordinary Shares deemed issued and outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group 

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

Dated: June 22, 2021

Candlestick Capital Management LP

By: /s/ Jeremy Heckerling

Jeremy Heckerling, Chief Compliance Officer

Candlestick Master Fund LP

By: /s/ Jeremy Heckerling

Jeremy Heckerling, Chief Compliance Officer

JOINT FILING STATEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

Dated: June 22, 2021

Candlestick Capital Management LP

By: /s/ Jeremy Heckerling

Jeremy Heckerling, Chief Compliance Officer

Candlestick Master Fund LP

By: /s/ Jeremy Heckerling

Jeremy Heckerling, Chief Compliance Officer