Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. G0232J101
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SCHEDULE 13G
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1
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NAME OF REPORTING PERSONS
Candlestick Capital Management LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,500,000*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,500,000*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12
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TYPE OF REPORTING PERSON
IA
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*See Item 4 for additional information.
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CUSIP No. G0232J101
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SCHEDULE 13G
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1
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NAME OF REPORTING PERSONS
Candlestick Master Fund LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,441,493*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,441,493*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,441,493*
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
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12
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TYPE OF REPORTING PERSON
PN
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*See Item 4 for additional information.
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CUSIP No. G0232J101
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SCHEDULE 13G
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Item 1.
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(a) Name of Issuer
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Alussa Energy Acquisition
Corp (the “Issuer”)
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Item 1.
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(b) Address of Issuer’s Principal Executive Offices
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PO Box 500, 71 Fort
Street, Grand Cayman E9 KY11106
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Item 2.
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(a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship:
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This report on Schedule 13G is being filed
by Candlestick Capital Management LP, a Delaware limited partnership (the “Firm”), and Candlestick Master Fund LP, a Cayman
Islands exempted limited partnership (“Candlestick Master”). The address for the Firm and Candlestick Master is: 1 Lafayette
Place, Greenwich, Connecticut 06830.
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Item 2.
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(d) Title of Class of Securities
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Class A Ordinary Shares, par value $0.0001
per share (the “Class A Ordinary Shares”),
G0232J101
Item
3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a:
N/A
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CUSIP No. G0232J101
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SCHEDULE 13G
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Item 4. Ownership
Information with respect to the Firm’s
and Candlestick Master’s ownership of securities of the Issuer is incorporated by reference to items (5) - (9) and (11) of the respective
cover page of the Firm and Candlestick Master.
As reported in the cover pages to this
report, the ownership information with respect to the Firm is as follows:
(a) Amount Beneficially Owned: 1,500,000*
(b) Percent of Class: 5.2%*
(c) Number of Shares as to which such person
has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to
vote or to direct the vote: 1,500,000*
(iii) Sole power to
dispose or to direct the disposition of: 0
(iv) Shared power to
dispose or to direct the disposition of: 1,500,000*
As reported in the cover pages to this
report, the ownership information with respect to Candlestick Master is as follows:
(a) Amount Beneficially Owned: 1,441,493
(b) Percent of Class: 5.0%*
(c) Number of Shares as to which such person
has:
(i) Sole power to vote
or to direct the vote: 0
(ii) Shared power to
vote or to direct the vote: 1,441,493
(iii) Sole power to
dispose or to direct the disposition of: 0
(iv) Shared power to
dispose or to direct the disposition of: 1,441,493*
*The Firm is the investment manager to
Candlestick Master and Candlestick US F&F Fund LP (“Candlestick F&F”). As of February 10, 2021, the Firm may be deemed
to beneficially own an aggregate of 1,500,000 Class A Ordinary Shares of the Issuer consisting of (i) 1,441,493 Class A Ordinary Shares
held by Candlestick Master and (ii) 58,507 Class A Ordinary Shares held by Candlestick F&F. The Firm, as the investment manager to
Candlestick Master and Candlestick F&F, may be deemed to beneficially own these securities. Jack Woodruff is the sole member of the
general partner of the Firm and exercises investment discretion with respect to these securities. Ownership percentages are based on 28,750,000
Class A Ordinary Shares deemed issued and outstanding as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 6, 2020.
Item 5. Ownership
of Five Percent or Less of a Class
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following [ ].
Item 6. Ownership
of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person
Not Applicable.
Item
8. Identification and Classification of Members of the Group
Not
Applicable.
Item
9. Notice of Dissolution of Group
Not
Applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. G0232J101
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SCHEDULE 13G
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete,
and correct.
Dated: June
22, 2021
Candlestick
Capital Management LP
By:
/s/ Jeremy Heckerling
Jeremy Heckerling, Chief
Compliance Officer
Candlestick
Master Fund LP
By:
/s/ Jeremy Heckerling
Jeremy
Heckerling, Chief Compliance Officer
JOINT FILING
STATEMENT
PURSUANT
TO RULE 13d-1(k)
The undersigned
acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and that all subsequent
amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and
for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness
and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information
is inaccurate.
Dated: June
22, 2021
Candlestick
Capital Management LP
By:
/s/ Jeremy Heckerling
Jeremy Heckerling, Chief
Compliance Officer
Candlestick
Master Fund LP
By:
/s/ Jeremy Heckerling
Jeremy
Heckerling, Chief Compliance Officer