FREYR BATTERY, INC. Item 1.01 Entry into a Material Definitive Agreement
Lock-up Agreements In connection with the Transactions, as of the date of the Business Combination Agreement, certain FREYR Legacy shareholders,Pubco and Sponsor entered into Lock-Up Agreements. Pursuant to the Lock-Up Agreement, effective as of the date of the Second Closing (the "Second Closing Date"), and subject to certain limited exceptions (including with respect to the ability to pledge their shares as a part of commercial lending arrangements), the applicable FREYR Legacy shareholders and the Sponsor agree not to transfer any Pubco Ordinary Shares (including Pubco Ordinary Shares issued or issuable upon the exercise of FREYR Legacy options or warrants exchanged into options or warrants ofPubco ), during the period commencing from the Second Closing and ending on the earliest of (a) one (1) year after the Second Closing Date, (b) a date subsequent to the Second Closing Date, if the last sale price of the Pubco Ordinary Shares equals or exceeds$12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Second Closing Date and (c) the date on which Pubco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all ofPubco's shareholders having the right to exchange their Pubco Ordinary Shares for cash, securities or other property. The FREYR Legacy shareholders who are party to a Lock-Up Agreement shall be permitted to sell a certain number of Pubco Ordinary Shares to settle their tax liabilities.
The Sponsor also agrees not to transfer any Pubco Warrants (or Pubco Ordinary Shares issued or issuable upon the conversion of the Pubco Warrants), until 30 days after the Second Closing.
The foregoing description of the lock-up agreement is qualified in its entirety by the full text of the form of lock-up agreement, a copy of which is attached hereto as Exhibit 10.1.
Item 2.01 Completion of Acquisition or Disposition of Assets
As previously reported, onJune 30, 2021 , Alussa held an extraordinary general meeting of shareholders (the "Alussa Special Meeting") at which Alussa shareholders considered and adopted, among other matters, the proposed Business Combination Agreement. OnJuly 9, 2021 , the parties to the Business Combination Agreement consummated the Transactions.
Holders of 18,439,168 Class A ordinary shares of Alussa exercised their right to redeem such shares for cash at a price of approximately$10.08 per share for aggregate payments of approximately$185.9 million . At the Closing:
· An aggregate of 17,498,332 Alussa Ordinary Shares were exchanged for an
equivalent number of Pubco Ordinary Shares;
· An aggregate of 14,375,000 warrants issued by Alussa in connection with its
initial public offering were exchanged for an equivalent number of warrants of
Pubco (the "Pubco Public Warrants");
· An aggregate of 8,750,000 warrants issued by Alussa in a private placement at
the time of Alussa's initial public offering were exchanged for an equivalent
number of warrants ofPubco (the "Pubco Private Warrants");
· An aggregate of 1,500,000 warrants issued by Alussa upon the conversion of
working capital loans were exchanged for an equivalent number of warrants of
Warrants and Pubco Private Warrants, the "Publicly Traded Warrants");
· An aggregate of 209,196,827 FREYR Legacy Ordinary Shares were exchanged for
37,452,359 Pubco Ordinary Shares;
· An aggregate of 15,000,000 FREYR Legacy Preferred Shares were exchanged for
1,489,500 Pubco Ordinary Shares;
· An aggregate of 15,362,829 FREYR Legacy Warrants were exchanged for 2,750,528
warrants ofPubco ; and
· An aggregate of 4,749,792 FREYR Legacy Options were exchanged for 850,393
options ofPubco .
Following the Closing, 116,440,191 Ordinary Shares and 24,625,000 Publicly
Traded Warrants were listed on
In addition, following the Second Closing, the Sponsor transferred 100,000Pubco Private Warrants toPeter Matrai , a member of the board of directors ofPubco , and 50,000 Pubco Private Warrants to each ofJan Arve Haugan , Chief Operating Officer and Deputy Chief Executive Officer ofPubco , Steffen Føreid, Chief Financial Officer ofPubco ,Ryuta Kawaguchi , Chief Technology Officer ofPubco ,Gery Bonduelle , Executive Vice President, Sales ofPubco ,Einar Kilde , Executive Vice President, Projects ofPubco ,Tove Ljungquist , Executive Vice President, Operations ofPubco , Are Brautaset, Chief Legal Officer ofPubco , andHege Norheim , Executive Vice President, Human Resources, Sustainability & Communicationsof Pubco. The material conditions of the Business Combination Agreement are described in the definitive proxy statement/prospectus (the "Proxy Statement/Prospectus") included in the Registration Statement on Form S-4 (File No. 333-254743), filed with theSecurities and Exchange Commission (the "SEC") onJune 9, 2021 , in the subsection titled "The Business Combination Agreement" of the section titled " The Business Combination Proposal " beginning on page 103 of the Proxy Statement/Prospectus, and is incorporated herein by reference. FORM 10 INFORMATION
Cautionary Note Regarding Forward-Looking Statements
Pubco believes that some of the information in this Current Report on Form 8-K constitutes forward-looking statements for the purposes of federal securities laws. You can identify these statements by forward-looking words such as "may," "might," "could," "will," "would," "should," "expect," "possible," "potential," "anticipate," "contemplate," "believe," "estimate," "plan," "predict," "project," "intends," and "continue" or similar words. You should read statements that contain these words carefully because they:
· discuss future expectations;
· contain projections of future results of operations or financial condition; or
· state other "forward-looking" information.
Forward-looking statements in this Current Report on Form 8-K may include, for example, statements about:
· the expected benefits of the Business Combination; . . .
Item 3.02. Unregistered Sales of
At the Closing, an aggregate of 209,196,827 FREYR Legacy Ordinary Shares were exchanged for 37,452,359 Ordinary Shares ofPubco , 15,000,000 FREYR Legacy Preferred Shares were exchanged for 1,489,500 Pubco Ordinary Shares, 15,362,829 FREYR Legacy Warrants were exchanged for 2,750,528 warrants ofPubco ; and 4,749,792 FREYR Legacy Options were exchanged for 850,393 options ofPubco in reliance upon the exemptions provided under Regulation S promulgated under the Securities Act and Section 4(a)(2) of the Securities Act. Pursuant to a registration rights agreement entered into prior to the First Closing (the "Registration Rights Agreement"), we agreed that, within thirty (30) calendar days of the Closing, we will file with theSEC a resale registration statement registering the resale of certain Pubco Ordinary Shares and other equity securities ofPubco that are held by certain former shareholders of FREYR Legacy. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, the form of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. Concurrently with the execution of the Business Combination Agreement, Alussa andPubco entered into subscription agreements (the "Subscription Agreements") with each of thePIPE Investors , pursuant to which, at the Closing, thePIPE Investors subscribed for and purchased an aggregate of 60,000,000 PIPE Shares at a price of$10.00 per share for aggregate proceeds of$600,000,000 . The PIPE Shares have not been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Pursuant to the Subscription Agreements, we agreed that, within thirty (30) calendar days of the Closing Date, we will file with theSEC (at our sole cost and expense) a registration statement registering the resale of the PIPE Shares. The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, the form of which is attached hereto as Exhibit 10.6 and is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
Reference is made to the disclosure in the Proxy Statement/Prospectus in the subsection titled "The Business Combination Agreement"in the section titled " Business Combination Proposal ", beginning on page 103 of the Proxy Statement/Prospectus, which information is incorporated herein by reference. Further reference is made to the information in Item 2.01 to this Current Report on Form 8-K, which information is incorporated herein by reference.
Item 5.06. Change in Shell Company Status.
As a result of the Transactions,Pubco ceased to be a shell company upon the Closing. The material terms of the Transactions are described in the section entitled " Business Combination Proposal " beginning on page 103 of the Proxy Statement/Prospectus and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
FREYR Battery announces material information to the public through a variety of means, including filings with theSecurities and Exchange Commission , press releases, public conference calls,FREYR Battery's website (www.freyrbattery.com), its investor relations website (ir.freyrbattery.com/overview/), and its news site (ir.freyrbattery.com/ir-news).FREYR Battery uses these channels, as well as social media, including its Twitter account (@FREYRBattery), LinkedIn account www.linkedin.com/company/freyrbattery, and Youtube page https://www.youtube.com/channel/UCo0NLMtaYsf2HfnDe6XtFLw , to communicate with investors and the public news and developments aboutFREYR Battery and other matters. Therefore,FREYR Battery encourages investors, the media, and others interested inFREYR Battery to review the information it makes public in these locations, as such information could be deemed to be material information.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The balance sheet of
The financial statements of Alussa as ofDecember 31, 2020 and 2019, for the year endedDecember 31, 2020 and for the period fromJune 13, 2019 (inception) throughDecember 31, 2019 and the related notes thereto and report of independent registered public accounting firm, and the unaudited financial statements of Alussa for the three months endedMarch 31, 2021 and 2020 and the related notes thereto are set forth in the Proxy Statement/Prospectus beginning on page F-49 and are incorporated herein by reference. The financial statements of FREYR Legacy as ofDecember 31, 2020 and 2019 and for the years then ended and the related notes thereto and report of independent registered public accounting firm, and the unaudited financial statements of FREYR Legacy for the three months endedMarch 31, 2021 and 2020 and the related notes thereto are set forth in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial information ofPubco for the year endedDecember 31, 2020 and as of and for the three months endedMarch 31, 2021 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference. (d) Exhibits Incorporated by reference Filed or Furnished Exhibit File Exhibit Date Herewith No. Description Form No. No. Filed 2.1 Business Combination Agreement, S-4 333-254743 2.1 3/26/2021 dated as ofJanuary 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. 2.2 Plan of Merger (included as S-4 333-254743 2.2 3/26/2021 Annex C to the proxy statement/prospectus). 3.1 Consolidated Articles of XAssociation of Pubco as ofJuly 9, 2021 4.1 Form of Warrant Agreement between S-4/A 333-254743 4.1 5/27/2021Alussa Energy Acquisition Corp. ,FREYR Battery and Continental StockTransfer & Trust Company . 4.2 Specimen Warrant Certificate ofPubco (included in Exhibit 4.1). 10.1 Form of Lock-up Agreement S-4 333-254743 3/26/2021 (incorporated by reference to Annex E ofFREYR Battery's Form S-4). 10.2 Form of Registration Rights S-4 333-254743 3/26/2021 Agreement (incorporated by reference to Annex F ofFREYR Battery's Form S-4). 10.3 Form of Purchaser Shareholder S-4 333-254743 3/26/2021 Irrevocable Undertakings (incorporated by reference to Annex H ofFREYR Battery's Form S-4). 10.4 Form of FREYR Shareholder S-4 333-254743 3/26/2021 Irrevocable Undertakings (incorporated by reference to Annex I ofFREYR Battery's Form S-4). 10.5 Form of Preferred Share S-4 333-254743
Acquisition Agreement (incorporated
by reference to Annex J of FREYR
Battery's Form S-4).
10.6 Form of Subscription Agreement S-4 333-254743
(incorporated by reference to Annex
G of
1, 2019, by and between FREYR AS and
Engagement Agreement, dated
2020, by and between FREYR AS and
entered into on
between 24M
FREYR AS.
10.10† First Amendment to License and S-4/A 333-254743 10.4
Services Agreement, entered into on
Mo Industripark AS, dated 20
November 2020 regarding rental of
building and first right of refusal
for certain areas.
10.13 Amendment No. 1 to Letter of X
Intent between FREYR and Mo
Industripark AS, dated 20 November
2020 regarding rental of building
and first right of refusal for
certain areas.
10.14+ Employment Agreement entered into S-4/A 333-254743 10.6
on May 18, 2021 between FREYR AS (in
its capacity as Norway Sub 2 AS, a
subsidiary of FREYR Battery ) and
on May 18, 2021 between FREYR AS (in
its capacity as Norway Sub 2 AS, a
subsidiary of FREYR Battery ) and
Steffen Føreid.
10.16+ Employment Agreement entered into S-4/A 333-254743 10.8
on May 18, 2021 between FREYR AS (in
its capacity as Norway Sub 2 AS, a
subsidiary of FREYR Battery ) and
on May 18, 2021 between FREYR AS (in
its capacity as Norway Sub 2 AS, a
subsidiary of FREYR Battery ) and
on May 18, 2021 between FREYR AS (in
its capacity as Norway Sub 2 AS, a
subsidiary of FREYR Battery ) and Are
Brautaset.
10.19+ Employment Agreement entered into S-4/A 333-254743 10.11
on May 26, 2021 between FREYR AS (in
its capacity as Norway Sub 2 AS, a
subsidiary of FREYR Battery ) and Jan
on May 18, 2021 between FREYR AS (in
its capacity as Norway Sub 2 AS, a
subsidiary of FREYR Battery ) and
on
Battery and
on May 14, 2021 between FREYR
Battery and Peter Matrai .
10.23+ Employment Agreement entered S-4/A 333-254743 10.15 5/27/2021
into on
FREYR AS and Kunwoo Lee .
10.24+ Executive Chairman Agreement X
entered into on
between
Torstein Dale Sjøtveit.
10.25+ Employment Agreement entered X
into on
FREYR AS and Tom Einar
Jensen.
10.26+ FREYR AS Incentive Stock S-4 333-254743 10.14
Option Plan, dated
2019.
10.27+ Option agreement by and S-4 333-254743 10.15
between FREYR and EDGE Global
LLC, dated
between FREYR and Steffen
Føreid, dated
between FREYR and
Ljungquist, dated
2020.
10.30+ Option agreement by and S-4 333-254743 10.18
between FREYR and
Haugan, dated
2020.
10.31+ Form of 2021 Equity Incentive S-4 333-254743 10.19
Plan of
Annex D to the proxy
statement/prospectus).
10.32 Investment Agreement by and S-4 333-254743 10.20
between FREYR AS and Sumisho
November 25, 2019 , by and among Alussa Energy Acquisition Corp., its officers, directors,Encompass Capital Advisors LLC and Alussa Energy Sponsor LLC.
10.35 Administrative Services 8-K 001-39145 10.2
Agreement, dated November 25,
2019 , by and between Alussa
Energy Acquisition Corp. and
Agreement, November 25, 2019 ,
by and between Alussa Energy
Acquisition Corp. and
Continental Stock Transfer &
Trust Company , as trustee.
10.37 Registration Rights 8-K 001-39145 10.4
Agreement, dated November 25,
2019 , by and among Alussa
Energy Acquisition Corp. and
certain security holders.
10.38 Private Placement Warrants 8-K 001-39145 10.5
Purchase Agreement, dated
November 25, 2019 , by and
between Alussa Energy
Acquisition Corp. and AlussaNovember 25, 2019 , by and between Alussa EnergyAcquisition Corp. andContinental Stock Transfer &Trust Company , as warrant agent.
10.40 Securities Subscription S-1 333-234440 10.5
Agreement, dated June 14, 2019 ,
between Alussa Energy
Acquisition Corp. and Alussa
Energy Sponsor LLC .
10.41 Form of Indemnity S-1/A 333-234440 10.7
Agreement.
21.1 Subsidiaries of the X
Registrant.
99.1 Unaudited pro forma condensed combined X
financial information of
ended
three months ended March 31, 2021 .
99.2 Balance Sheet of FREYR Battery as of May 31 , X
2021.
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