Freyr AS (OTCNO:FREYR) signed a letter of intent to acquire Alussa Energy Acquisition Corp. (NYSE:ALUS) from Glazer Capital, LLC, Encompass Capital Advisors LLC, Periscope Capital Inc, Adage Capital Partners, L.P., Paul J. Glazer and others for approximately $430 million in a reverse merger transaction on October 7, 2020. Freyr AS entered into a definitive business combination agreement to acquire Alussa Energy Acquisition Corp. in a reverse merger transaction on January 29, 2021. The transaction implies an equity value of FREYR of approximately $410 million. Current FREYR shareholders (fully diluted) are expected to own approximately 30% of the combined company after transaction close, representing an exchange ratio of approximately 0.179031 of shares of the combined company for each share of FREYR based on the currently available information and assuming a $600 million PIPE. The transaction will provide an estimated $850 million of net proceeds to FREYR, assuming no redemptions by Alussa Energy shareholders. As on February 9, 2021, Alussa Energy Sponsor LLC (“Sponsor”) and Alussa Energy Acquisition Corp. entered into a loan agreement, pursuant to which the Sponsor agreed to make a working capital loan of AUD 1.5 million to Alussa Energy, which loan may be converted into warrants, at the price of $1.00 per warrant at the option of the Sponsor. Alussa intends to use the capital raised from the working capital loan to pay certain of its expenses incurred in connection with the business combination with FREYR.

Upon closing, the combined company will be renamed “FREYR Battery” and be listed on the New York Stock Exchange under the new ticker symbol “FREY”. Following closing, the combined company's stock and warrants are expected to trade under the ticker symbols “FREY” and “FREY.WS”, respectively. 100% of FREYR's existing shares will roll over into in the combined company. The combined company will have an eight-person board of directors. Three of such directors will be nominated by FREYR, three by Alussa Energy and the remaining two will be selected jointly by FREYR and Alussa Energy, provided that the parties will ensure that the composition of Pubco's (the combined company) board of directors satisfies the applicable requirement for Pubco to qualify as a "foreign private issuer" (as defined in the Securities Exchange Act of 1933). FREYR has tentatively elected to nominate Torstein Dale Sjøtveit, Peter Matrai and Olaug Svarva as directors of Pubco. Alussa Energy has tentatively elected to nominate Daniel Barcelo, German Curá and Monica Tiúba as directors of Pubco. FREYR and Alussa Energy have also agreed to nominate to the Pubco board of directors Jeremy Bezdek. FREYR and Alussa Energy have tentatively agreed that Tom Einar Jensen will serve as Chief Executive Officer, Jan Arve Haugan will serve as Chief Operating Officer and Deputy Chief Executive Officer, Steffen Føreid will serve as Chief Financial Officer, Ryuta Kawaguchi will serve as Chief Technology Officer, Are Brautaset will serve as Chief Legal Officer, Einar Kilde will serve as Executive Vice President Projects, Tove Nilsen Ljungquist will serve as Executive Vice President Operations, Hege Marie Norheim will serve as Executive Vice President, Human Resources, Sustainability & Communications, Gery Bonduelle will serve as Executive Vice President, Sales, Kunwoo Lee as Executive Vice President, Technology Torstein Dale Sjøtveit will serve as Executive Chairman of the Board of Directors of the Pubco.

The deal is subject to approval from shareholders of both the companies, approval 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, Registration Statement shall have been declared effective by the SEC and shall remain effective as of the First Closing, Upon the First Closing, after giving effect to the Redemption, Alussa shall have net tangible assets of at least $5 million and cash and cash equivalents of at least $400 million, executed Registration Rights Agreement and Escrow Agreement and other customary closing conditions. The Boards of Directors of both Alussa Energy and FREYR have approved the proposed business combination. On February 16, 2021, the extraordinary general meeting of FREYR approved the business combination. As of June 14, 2021, the U.S. Securities and Exchange Commission has declared effective the registration statement on Form S-4. An Extraordinary General Meeting of Alussa Energy Acquisition Corp. will be on June 30, 2021 to approve the transaction. Alussa Energy expects its Special Meeting to approve the business combination to take place between second half of April and first half of May 2021. As of June 30, Alussa Energy Acquisition Corp shareholders approved the transaction. The closing is expected in the second quarter of 2021. As of June 22, 2021, the transaction is expected to close in early July 2021. As on June 29, 2021, transaction is expected to complete on July 9, 2021. The proceeds from the transaction will be used to expand Freyr's business.

Mark Solakian, Mark Baudler, Jennifer Fang, Kenisha Nicholson, Ethan Lutske, Sriram Krishnamurthy, Jonathan Zhu, Derek Wallace and James Clessuras of Wilson Sonsini Goodrich & Rosati, P.C. and John Christian Thaulow and Svein Gerhard Simonnaes of Advokatfirmaet BAHR AS acted as legal advisors for Freyr. Credit Suisse Securities (USA) LLC, BTIG, LLC and Btig Norway as acted as financial advisors for Alussa. Danny Tricot, Linda Barrett, Louise Batty, Helena Derbyshire, Bruce Goldner, Riley Graebner, Victor Hollender, Eve-Christie Vermynck and Denis Klimentchenko of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, Ellenoff Grossman & Schole LLP, Kai Thøgersen and Kristian Martin Lind of Wiersholm, Mellbye & Bech and Appleby (Cayman) Ltd. acted as legal advisors for Alussa. Rystad Energy Limited and Sustainable Governance Partners LLC acted as due diligence provider and Ernst & Young LLP (UK) acted as accountant for Alussa. Morrow & Co., LLC acted as information agent and Mark Zimkind of Continental Stock Transfer & Trust Company acted as Transfer Agent and depository bank to Alussa Energy Acquisition Corp. Alussa will pay Morrow a fee of $32,500 for its services.

Freyr AS (OTCNO:FREYR) completed the acquisition of Alussa Energy Acquisition Corp. (NYSE:ALUS) from Glazer Capital, LLC, Encompass Capital Advisors LLC, Periscope Capital Inc, Adage Capital Partners, L.P., Paul J. Glazer and others in a reverse merger transaction on July 9, 2021. The Business Combination was approved at the special meeting of shareholders of Alussa Energy on June 30, 2021. Bob Calmes, Philippe Harles and François Warken of Arendt & Medernach acted as legal advisor to FREYR.