Alussa Energy Acquisition Corp.

An Alussa holder ends up in a Luxembourg company by way of one Cayman merger and two Norwegian ones, and the exchange itself is one-for-one: each Class A and each Class B ordinary share becomes the right to receive one Pubco Ordinary Share, with dissenting shareholders' rights preserved separately. Each unit first separates into one Class A ordinary share and one-half of one Alussa Public Warrant. The target's wind farm business is carved out to FREYR's own shareholders through the demerger before the first closing, so it does not come across.

Substantial doubt about going concern is disclosed and carries an auditor explanatory paragraph, tied to November 29, 2021, the date operations must cease if no combination closes. The shell is effectively out of unrestricted money: under $400,000 of cash against $3.4 million of payables, so sponsor working capital loans or the deal closing are the only paths. Trust equates to roughly $10.08 per public share, of which about $2,334,000 is interest and unrealised gain available for taxes.

From January 10, 2020 the share and the warrant carry independent quotes, so the share can be priced against trust value rather than only as part of a bundled unit. The over-allotment was exercised in full, which fixes the public share count at 28,750,000 and caps public warrants at 14,375,000 whole warrants — larger than the $250,000,000 trust shown on the company's November 29, 2019 audited balance sheet, which was struck before that exercise.

This is the audited post-IPO balance sheet whose filing on Form 8-K is one of the conditions for the units to separate. The trust holds $250,000,000 and redemption value is carried at exactly $10.00 per share, so the floor equals the unit price at issue. Up to 937,500 of the 7,187,500 founder shares remained subject to forfeiture at this date, meaning the over-allotment had not been exercised in full. With $2,968,000 of cash outside the trust the company was self-funding; the $8,750,000 deferred underwriting fee is payable only on a closing.

The call is $0.01 on 30 days' notice once the last sale price holds at or above $18.00 for 20 of 30 trading days ending three trading days before notice - and that $18.00 resets to 180% of the higher of the Market Value and the Newly Issued Price if the company funds its combination with cheap equity, so the trigger is a formula rather than a number. The $18.00 is separately adjustable for share splits, capitalisations, RIGHTS ISSUANCES and subdivisions. A second $12.00 test 150 days after the combination governs other securities and is not the call.