Statement of Ownership (sc 13g)
February 11 2020 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Alussa
Energy Acquisition Corp.
(Name
of Issuer)
Class
A Ordinary Shares, par value $0.0001 per share
(Title
of Class of Securities)
G0232J
101
(CUSIP
Number)
December 31,
2019
(Date
of Event Which Requires Filing of this Statement)
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 disclosures provided in
a prior cover page.
|
The
information required on 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).
CUSIP
No. G0232J 101
|
|
|
|
|
|
|
|
|
1.
|
|
Names
of Reporting Persons
Alussa
Energy Sponsor LLC
|
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
|
3.
|
|
SEC
Use Only
|
|
4.
|
|
Citizenship
or Place of Organization
Delaware
|
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
5.
|
|
Sole
Voting Power
7,187,500
(1)
|
|
|
6.
|
|
Shared
Voting Power
0
|
|
|
7.
|
|
Sole
Dispositive Power
7,187,500
(1)(2)
|
|
|
8.
|
|
Shared
Dispositive Power
0
|
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,187,500
(1)(2)
|
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below.
|
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
20.0%(1)(2)(3)
|
|
12.
|
|
Type
of Reporting Person (See Instructions)
OO
|
CUSIP
No. G0232J 101
|
|
|
|
|
|
|
|
|
1.
|
|
Names
of Reporting Persons
Daniel
Barcelo
|
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐
|
|
3.
|
|
SEC
Use Only
|
|
4.
|
|
Citizenship
or Place of Organization
United
States
|
|
Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With:
|
|
5.
|
|
Sole
Voting Power
0
|
|
|
6.
|
|
Shared
Voting Power
7,187,500
(1)
|
|
|
7.
|
|
Sole
Dispositive Power
0
|
|
|
8.
|
|
Shared
Dispositive Power
7,187,500
(1)(2)
|
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,187,500
(1)(2)
|
|
10.
|
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
See
footnote (2) below.
|
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
20.0%(1)(2)(3)
|
|
12.
|
|
Type
of Reporting Person (See Instructions)
IN
|
|
|
(1)
|
See
Item 4. These are the Issuer’s Class B ordinary shares, which are automatically convertible into the Issuer’s
Class A ordinary shares at the time of the Issuer’s initial business combination, or earlier at the option of the holder, and
as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration
statements on Form S-1 (File Nos. 333-234440 and 333-235258). Alussa Energy Sponsor LLC is the record holder of the shares
reported herein. Mr. Barcelo is the managing member of Alussa Energy Sponsor LLC. As such, he may be deemed to have or share voting
and dispositive power of the Class B ordinary shares held directly by Alussa Energy Sponsor LLC.
|
|
|
(2)
|
Excludes
8,750,000 shares which may be purchased by exercising warrants that are not presently exercisable.
|
|
|
(3)
|
Based
on 28,750,000 Class A ordinary shares and 7,187,500 Class B ordinary shares reported to be issued and outstanding in
the Company’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on November 27, 2019
and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2019, after
giving effect to the completion of its initial public offering and the full exercise of the underwriters’ over-allotment
option, as described therein.
|
|
Item 1(a).
|
Name
of Issuer
|
Alussa
Energy Acquisition Corp. (the “Issuer”)
|
Item 1(b).
|
Address
of the Issuer’s Principal Executive Offices
|
PO
Box 500, 71 Fort Street
Grand
Cayman KY1-1106
Cayman
Islands
|
Item 2(a).
|
Names
of Persons Filing
|
Alussa
Energy Sponsor LLC and Daniel Barcelo (collectively, the “Reporting Persons”)
|
Item 2(b).
|
Address
of the Principal Business Office, or if none, Residence:
|
PO
Box 500, 71 Fort Street
Grand
Cayman KY1-1106
Cayman
Islands
Alussa
Energy Sponsor LLC is a limited liability company formed in Delaware. Daniel Barcelo is a citizen of the United States of America.
|
Item 2(d).
|
Title
of Class of Securities
|
Class
A ordinary shares, $0.0001 par value per share.
*
Class A ordinary shares are the class of common stock of the Issuer registered pursuant to the Act. The Reporting Persons own
Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the
Issuer’s initial business combination (the “Business Combination”), or earlier at the option of the holder,
on a one-for-one basis, subject to certain adjustments. In the case that additional Class A ordinary shares, or equity-linked
securities, are issued or deemed issued in excess of the amounts offered in the Issuer’s initial public offering (the “IPO”)
and related to the closing of the Business Combination, the ratio at which Class B ordinary shares shall convert into Class A
ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree
to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary
shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares
outstanding upon completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in
connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller
in the initial business combination and any private placement-equivalent warrants issued to Alussa Energy Sponsor LLC or its affiliates
upon conversion of loans made to the Issuer).
G0232J
101
|
Item 3.
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person
filing is a:
|
|
|
☐
|
(a) Broker
or Dealer registered under Section 15 of the Exchange Act.
|
|
|
☐
|
(b)
Bank as defined in Section 3(a)(b) or the Exchange Act.
|
|
|
☐
|
(c)
Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
☐
|
(d)
Investment company registered under Section 8 of the Investment Company Act.
|
|
|
☐
|
(e)
An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
|
|
|
☐
|
(f) An
employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
|
|
|
☐
|
(g)
A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
|
|
|
☐
|
(h)
A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
☐
|
(i)
A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company
Act.
|
|
|
☐
|
(j)
Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
|
Not applicable
The
responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
As
of December 31, 2019, the Reporting Persons may be deemed to beneficially own 7,187,500 of the Issuer’s Class B
ordinary shares, representing 20% of the total Class A and Class B ordinary shares issued and outstanding. The Class B
ordinary shares are automatically convertible into the Issuer’s Class A ordinary shares at the time of the Issuer’s
initial business combination, or earlier at the option of the Reporting Persons, on a one-for-one basis, subject to adjustment,
as more fully described under the heading “Description of Securities-Founder Shares” in the Issuer’s registration
statements on Form S-1 (File Nos. 333-234440 and 333-235258). The percentage of Class B ordinary shares held by the Reporting
Persons is based upon 28,750,000 Class A ordinary shares and 7,187,500 Class B ordinary shares reported to be issued
and outstanding in the Company’s prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission
on November 27, 2019 and the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December
5, 2019, after giving effect to the completion of its initial public offering and the full exercise of the underwriters’
over-allotment option, as described therein.
Alussa
Energy Sponsor LLC is the record holder of the shares reported herein. Mr. Barcelo is the managing member of Alussa Energy Sponsor
LLC. As such, he may be deemed to have or share voting and dispositive power of the Class B ordinary shares held directly by Alussa
Energy Sponsor LLC.
|
Item 5.
|
Ownership
of Five Percent or Less of a Class
|
Not
Applicable
|
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
Not
Applicable
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.
DATE:
February 10, 2020
|
|
/s/ Daniel Barcelo,
|
|
02/10/2020
|
|
|
as managing member of Alussa Energy Sponsor LLC
|
|
|
|
|
|
|
|
|
|
/s/ Daniel Barcelo
|
|
02/10/2020
|
|
|
** Signature of Reporting Person
|
|
Date
|
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing
on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class
A ordinary shares, $0.0001 par value per share, of Alussa Energy Acquisition Corp. and further agree that this Joint Filing Agreement
shall be included as an exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any
amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided,
however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such
party knows or has reason to believe that such information is inaccurate.
This
Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the
same instrument.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of February 10, 2020.
|
|
/s/ Daniel Barcelo,
|
|
02/10/2020
|
|
|
as managing member of Alussa Energy Sponsor LLC
|
|
|
|
|
|
|
|
|
|
/s/ Daniel Barcelo
|
|
02/10/2020
|
|
|
** Signature of Reporting Person
|
|
Date
|
Alussa Energy Acquisition (NYSE:ALUS.U)
Historical Stock Chart
From Apr 2024 to May 2024
Alussa Energy Acquisition (NYSE:ALUS.U)
Historical Stock Chart
From May 2023 to May 2024
