Current Report Filing (8-k)
January 07 2020 - 8:35AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 7, 2020
ALUSSA
ENERGY ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Cayman
Islands
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001-39145
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N/A
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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PO
Box 500, 71 Fort Street
Grand
Cayman KY1-1106
Cayman
Islands
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: +1345 949 4900
Not
Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units,
each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant
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ALUS.U
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The
New York Stock Exchange
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Class A
Ordinary Shares, par value $0.0001 per share
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ALUS
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The
New York Stock Exchange
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Warrants,
each whole warrant exercisable for one Class A Ordinary Share for $11.50 per share
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ALUS.WS
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The
New York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company þ
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01
Other Events.
Separate
Trading of Units, Class A Ordinary Shares and Warrants
As previously reported,
on Current Reports on Form 8-K, filed on November 29, 2019 and December 5, 2019, Alussa Energy Acquisition Corp. (the “Company”)
consummated its initial public offering (“IPO”) of an aggregate of 28,750,000 units (the “Units”), including
3,750,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit consists of
one Class A ordinary share of the Company, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of
one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase
one share of Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross
proceeds to the Company of approximately $287,500,000.
On
January 7, 2020, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K, announcing that the holders of the Units may elect to separately trade the Class A Ordinary Shares and Warrants
comprising the Units commencing on January 10, 2020. Those Units not separated will continue to trade on the New York Stock Exchange
under the symbol “ALUS.U,” and the Class A Ordinary Shares and Warrants that are separated will trade on the
New York Stock Exchange under the symbols “ALUS” and “ALUS.WS,” respectively. No fractional warrants will
be issued upon separation of the units and only whole warrants will trade. Holders of the Units will need to have their brokers
contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into
Class A Ordinary Shares and Warrants.
Item 9.01
Financial Statements and Exhibits.
(d)
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Exhibits.
The following exhibit is filed with this Form 8-K:
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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ALUSSA
ENERGY ACQUISITION CORP.
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By:
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/s/
Daniel Barcelo
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Name:
Daniel Barcelo
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Title: Chief
Executive Officer and President
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Dated:
January 7, 2020
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2
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