ALUS SEC filings, in plain English
Everything Alussa Energy Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 1 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Alussa Energy Acquisition Corp. issued definitive merger materials on the Business Combination Agreement dated January 29, 2021 with FREYR Battery, a Luxembourg company acting as Pubco, FREYR AS, ATS AS as Shareholder Representative and three merger subsidiaries. The structure runs in stages: FREYR's wind farm business is first demerged into Sjonfjellet Vindpark Holding AS, Alussa then merges into Cayman Merger Sub, FREYR merges into Norway Merger Sub 2, and Norway Merger Sub 1 finally merges into Pubco in a Cross-Border Merger. Why it matters: 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.
minimum cash condition, pipe, outside datenothing moved · 3 with no prior record of ours
- Minimum cash condition
- no earlier filing$400.0M
- PIPE
- no earlier filing$600.0M
- Outside date
- no earlier filing2021-07-31
SpacBrain reads this as the min-cash condition binds at $400,000,000.
The clause “Merger Sub. “Merger Subs” means the Norway Merger Subs and Cayman Merger Sub. “Minimum Cash Condition” means the minimum of $400,000,000 in cash and cash equivalents, including funds in the Trust Account and from any equity financing,”…
The clause “2021 is approximately $104,951,875.00. • The PIPE investors have subscribed for $600 million of the PIPE Investment at the PIPE price of $10.00 per share, for which they will receive up to 60,000,000 Pubco Ordinary Shares. The 60,000,000”…
SpacBrain reads this as the agreement may be terminated from 2021-07-31.
The clause …“by Purchaser or the Company if the First Closing shall not have occurred by July 31, 2021 (the “ Outside Date ”); provided , however , that the right to terminate this Agreement under this Section 13.1(b) shall not be available to a”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2020-11-06trust $289.8M → $289.8M +0%going concern APPEAREDsponsor loan $199K → $1.5Mshares 27.4M → 20.4M -25%
trust account, going-concern doubt, sponsor loans outstanding +34 moved · 2 with no prior record of ours
- Trust account
- $289.8M$289.8M
- Going-concern doubt
- not statedstated
- Sponsor loans outstanding
- $199K$1.5M
- Redeemable shares
- 27.4M20.4M
- Combination deadline
- 2021-11-29 · unchanged
- Mandate language
- the Company intends to focus on businesses that complement i… · unchanged
SpacBrain reads this as $46,792 was added to the trust between the two filings.
The clause …“219,917 234,167 Total Current Assets 553,917 605,125 Marketable securities held in Trust Account 289,838,722 289,834,441 Total Assets $ 290,392,639 $ 290,439,566 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Accounts”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“borrowings under the loan note dated February 9, 2021. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 29, 2021, the date that the Company will be required to cease”…
SpacBrain reads this as the sponsor has advanced $1,301,041 more.
The clause …“the Company to assist with operation expenses. On April 6, 2021, the Company borrowed $1,500,000 under the loan note, net of the $550,000 advance. On April 30, 2021, the Sponsor elected to convert the loan note into 1,500,000 warrants”…
SpacBrain reads this as 6,962,313 shares are no longer redeemable.
The clause …“authorized; 8,346,318 and 5,279,045 shares issued and outstanding (excluding 20,403,682 and 23,470,955 shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively 835 528 Class B ordinary shares,”…
The clause …“Warrants, which will expire worthless if the Company fails to complete a Business Combination by November 29, 2021. On January 29, 2021, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.