SEC FORM 4

SEC FORM 4 SEC Form 4

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

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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^*

Barcelo Daniel

(Last)

(First)

(Middle)

C/O ALUSSA ENERGY ACQUISITION CORP.

PO BOX 500, 71 FORT STREET

(Street)

GRAND CAYMAN

KY1-1106

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alussa Energy Acquisition Corp. [ ALUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO and President

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)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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^*

Barcelo Daniel

(Last)

(First)

(Middle)

C/O ALUSSA ENERGY ACQUISITION CORP.

PO BOX 500, 71 FORT STREET

(Street)

GRAND CAYMAN

KY1-1106

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Alussa Energy Sponsor LLC

(Last)

(First)

(Middle)

C/O ALUSSA ENERGY ACQUISITION CORP.

PO BOX 500, 71 FORT STREET

(Street)

GRAND CAYMAN

KY1-1106

(City)

(State)

(Zip)

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
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SEC Form 4 filed by Barcelo Daniel