NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2020
(Unaudited)
NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Alussa
Energy Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands
exempted company on June 13, 2019. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated
with early stage and emerging growth companies.
Although
the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company
intends to focus on businesses that complement its management team’s expertise in the production, operation and development
of crude oil and natural gas wells and related infrastructure.
All
activity for the period from June 13, 2019 (inception) through November 29, 2019 related to the Company’s formation and
the initial public offering (the “Initial Public Offering”), which is described below. Since the consummation of the
Initial Public Offering through March 31, 2020, all activity has related to identifying a target company for a Business Combination.
The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The
Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The
registration statements for the Company’s Initial Public Offering were declared effective on November 27, 2019. On November
29, 2019, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units”), generating gross
proceeds of $250,000,000, which is described in Note 3. Each Unit consists of one of the Company’s Class A ordinary shares,
par value $0.0001 per share (the “Class A Shares”) and one-half of one warrant (the “Warrants”). Each
whole Warrant entitles the holder to purchase one Class A Share. The Class A Shares sold as part of the Units in the Initial Public
Offering are referred to herein as the “public shares.”
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 8,000,000 warrants (the “Private Placement
Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to the Company’s sponsor, Alussa
Energy Sponsor LLC (the “Sponsor”), generating gross proceeds of $8,000,000, which is described in Note 4.
Following
the closing of the Initial Public Offering on November 29, 2019, an amount of $250,000,000 ($10.00 per Unit) from the net proceeds
of the sale of the Units in the Initial Public Offering, and the sale of the Private Placement Warrants was placed in a trust
account (the “Trust Account”) and invested only in specified U.S. government treasury bills with a maturity of 185
days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as
amended, which invest only in direct U.S. government treasury obligations, until the earlier of (i) the consummation of the Business
Combination and (ii) the Company’s failure to consummate a Business Combination within the prescribed time.
On
December 4, 2019, the underwriters notified the Company of their intention to fully exercise their over-allotment option on December
5, 2019. As such, on December 5, 2019 the Company consummated the sale of an additional 3,750,000 Units, at $10.00 per Unit, and
the sale of an additional 750,000 Private Placement Warrants, at $1.00 per Private Placement Warrant, generating total gross proceeds
of $38,250,000. A total of $37,500,000 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds
held in the Trust Account to $287,500,000.
Transaction
costs amounted to $16,326,240, consisting of $5,750,000 of underwriting fees, $10,062,500 of deferred underwriting fees and $513,740
of other costs. In addition, at March 31, 2020, cash of $1,880,199 was held outside of the Trust Account and is available for
working capital purposes.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. There is no assurance that the Company will be able to successfully effect
a Business Combination. Placing funds in the Trust Account may not protect those funds from third party claims against the Company.
Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages
execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee
that such persons will execute such agreements. The Sponsor has agreed that it will be liable to the Company under certain circumstances
if and to the extent any claims by such persons reduce the amount of funds in the Trust Account below a specified threshold. The
Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes
that the Sponsor’s only assets are securities of the Company. Therefore, the Sponsor may not be able to satisfy those obligations
should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting
due diligence on prospective acquisitions and continuing general and administrative expenses as well as any taxes.
ALUSSA
ENERGY ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2020
(Unaudited)
The
Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all
or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a shareholder
meeting called to approve the Business Combination or (ii) by means of a tender offer, in either case at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation
of the Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding
public shares. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company
does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares
with respect to more than an aggregate of 15% of the public shares. In connection with any shareholder vote required to approve
any Business Combination, the Sponsor and any other shareholder of the Company prior to the consummation of the Initial Public
Offering (collectively with the Sponsor, the “Initial Shareholders”) and the Company’s directors and officers
will agree (i) to vote any of their respective Ordinary Shares (as defined below) in favor of the initial Business Combination
and (ii) not to redeem any of their Ordinary Shares in connection therewith.
The
Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of
the Business Combination and, in the case of a shareholder vote, a majority of the outstanding Ordinary Shares voted are voted
in favor of the Business Combination. The amount in the Trust Account is initially anticipated to be $10.00 per public share.
The per-share amount to be distributed to shareholders who properly redeem their shares will not be reduced by the deferred underwriting
commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of a Business Combination
with respect to the Company’s warrants.
The
New York Stock Exchange (the “NYSE”) rules require that the Business Combination must be with one or more target businesses
that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred
Commissions (as defined below) and taxes payable on interest earned) at the time of the Company signing a definitive agreement
in connection with the Business Combination.
If
the Company has not completed a Business Combination by November 29, 2021, the Company will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses) divided
by the number of then outstanding public shares, which redemption will completely extinguish the rights of the Public Shareholders
as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders
and its Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law. In the event of a liquidation, the Public
Shareholders will be entitled to receive a full pro rata interest in the Trust Account ($10.00 per share, plus any pro rata interest
earned on the Trust Account not previously released to the Company and less up to $100,000 of interest to pay dissolution expenses).
There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined in Note 6) or the
Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination by November 29,
2021.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions
to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information
or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted,
pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion
of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring
nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods
presented.
ALUSSA
ENERGY ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2020
(Unaudited)
The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on
Form 10-K for the year ended December 31, 2019 as filed with the SEC on March 26, 2020, which contains the audited financial statements
and notes thereto. The financial information as of December 31, 2019 is derived from the audited financial statements presented
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The interim results for the three months
ended March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for
any future interim periods.
Emerging
growth company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not
previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The
Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and
it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the
new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
financial statement with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use
of estimates
The
preparation of the condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from those estimates.
Cash
and cash equivalents
The
Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
The Company did not have any cash equivalents as of March 31, 2020 and December 31, 2019.
Marketable
securities held in Trust Account
At
March 31, 2020 and December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills.
Ordinary
shares subject to possible redemption
The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards
Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory
redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including
ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other
times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption
rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.
Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of
the shareholders’ equity section of the Company’s condensed balance sheets.
ALUSSA
ENERGY ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2020
(Unaudited)
Income
taxes
The
Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition
of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis
of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC
740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred
tax assets will not be realized.
ASC
740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and
prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of March 31, 2020 and December 31, 2019. The Company is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major
taxing authorities since inception.
The
Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements
in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Net
loss per ordinary share
Net
loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the
period. The Company applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption
at March 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation
of basic net loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account
earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement
to purchase 23,125,000 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants into ordinary
shares is contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic
net loss per ordinary share for the period presented.
Reconciliation
of net loss per ordinary share
The
Company’s net income is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption,
as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly,
basic and diluted loss per ordinary share is calculated as follows:
|
|
Three
Months Ended
March
31,
2020
|
|
Net income
|
|
$
|
1,274,636
|
|
Less: Income attributable
to ordinary shares subject to possible redemption
|
|
|
(1,693,742
|
)
|
Adjusted net loss
|
|
$
|
(419,106
|
)
|
|
|
|
|
|
Weighted average shares outstanding,
basic and diluted
|
|
|
8,453,276
|
|
|
|
|
|
|
Basic and diluted net loss
per ordinary share
|
|
$
|
(0.05
|
)
|
Concentration
of credit risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this
account and management believes the Company is not exposed to significant risks on such account.
ALUSSA
ENERGY ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2020
(Unaudited)
Fair
value of financial instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair
Value Measurements”, approximates the carrying amounts represented in the accompanying condensed financial statements, primarily
due to their short-term nature.
Recently
issued accounting standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on the accompanying condensed financial statements.
NOTE
3. INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 28,750,000 Units, which includes the exercise by the underwriters of their over-allotment
option in full of 3,750,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A Share and one-half of one
Warrant. Each whole Warrant entitles the holder to purchase one Class A Share at a price of $11.50 per share. The Warrants will
become exercisable on the later of 30 days after completion of the Business Combination or November 29, 2020 and will expire five
years from the completion of the Business Combination or earlier upon redemption or liquidation. The Company may redeem the Warrants
at a price of $0.01 per Warrant upon 30 days’ notice, only in the event that the last sale price of the Class A Shares is
at least $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which
notice of redemption is given. The Company will not redeem the Warrants unless a registration statement under the Securities Act
covering the Class A Shares issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares
is available throughout the 30 day redemption period, unless the Warrants may be exercised on a cashless basis and such cashless
exercise is exempt from registration under the Securities Act. If the Company redeems the Warrants as described above, management
will have the option to require all holders that wish to exercise their Warrants to do so on a cashless basis; provided that an
exemption from registration is available. No Warrants will be exercisable for cash unless the Company has an effective registration
statement covering the Class A Shares issuable upon exercise of the Warrants and a current prospectus relating to such shares.
If the shares issuable upon exercise of the Warrants are not registered under the Securities Act, holders will be permitted to
exercise their Warrants on a cashless basis. However, no Warrant will be exercisable for cash or on a cashless basis, and the
Company will not be obligated to issue any Class A Shares to holders seeking to exercise their Warrants, unless the issuance of
the Class A Shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder,
or an exemption is available.
In
addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A Share (with
such issue price or effective issue price to be determined in good faith by the Company’s Board of Directors, and in the
case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor
or such affiliates prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business
Combination on the date of the consummation of a Business Combination, and (z) the volume weighted average trading price of the
Company’s Class A Shares during the 20 trading day period starting on the trading day prior to the day on which the Company
consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of
the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher
of the Market Value and the Newly Issued Price.
NOTE
4. PROMISSORY NOTE — RELATED PARTY
On
June 14, 2019, the Company issued an unsecured promissory note to the Sponsor pursuant to which the Company may borrow up to $300,000
in the aggregate. As of November 29, 2019, the Company has borrowed $198,959 under the promissory note. The note was non-interest
bearing and payable on the earlier to occur of (i) December 31, 2019 or (ii) the consummation of the Initial Public Offering.
The borrowings outstanding under the Promissory Note of $198,959 were repaid on December 2, 2019.
ALUSSA
ENERGY ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2020
(Unaudited)
NOTE
5. COMMITMENTS
On
February 10, 2020, the Company entered into a transactional support agreement with a service provider, pursuant to which the service
provider agreed to assist the Company in evaluating acquisition opportunities in the energy industry, including valuation and
qualitative assessments, as well as investor presentations. The Company paid the service provider a fee of $100,000 and will pay
the service provider an additional fee upon the closing of a Business Combination. The fee payable at the closing of the Business
Combination is dependent upon the timing of the closing and ranges between $975,000 and $1,950,000. The additional fee will not
be payable in the event the Company does not consummate a Business Combination.
On March 11, 2020, the Company entered into
a consulting agreement with a service provider, pursuant to which the service provider will provide the Company with advisory or
transaction support for a potential Business Combination. The Company will pay the service provider a fee of $75,000 per month,
for total fees of $225,000. In addition, on March 11, 2020, the Company entered into a transactional support agreement with the
same service provider, pursuant to which the Company agreed to pay the service provider a fee equal to 1% of the consideration
paid by the Company for the equity of a target company, up to a maximum fee of $5,000,000, if the Company consummates a Business
Combination with a target company located in certain countries, as listed in the agreement. The fee will not be payable in the
event the Company does not consummate a Business Combination.
On April 27, 2020, the Company entered
into a consulting agreement, pursuant to which the consultant will provide the Company with advisory services for a potential
Business Combination with a specific counter-party. In the event the Company consummates the Business Combination, the Company will pay
the consultant 250,000 Euros.
The
Company granted the underwriters (the “Underwriters”) a 45-day option from the date of the Initial Public Offering
to purchase up to 3,750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting
discounts and commissions. On December 5, 2019, the underwriters fully exercised their over-allotment option to purchase an additional
3,750,000 Units at $10.00 per Unit.
The
underwriters were paid a cash fee of 2.0% per Unit, or $5,750,000 in the aggregate at the closing of the Initial Public Offering.
Upon completion of the initial Business Combination, the Underwriters will be entitled to $10,062,500, which constitutes the Underwriters’
deferred fee of 3.5%. The deferred fee will be forfeited by the Underwriters solely in the event that the Company fails to complete
a Business Combination, subject to the terms of the underwriting agreement.
The
Company entered into an agreement, commencing on November 25, 2019 through the earlier of the consummation of a Business Combination
or the Company’s liquidation, to pay an aggregate of $35,000 per month to the Sponsor for office space, administrative and
support services, of which Mr. Daniel Barcelo, the Company’s Chief Executive Officer and President, will be paid $20,000
per month and Mr. Nick De’Ath, the Company’s Chief Technology Officer, will be paid $5,000 per month. The Company’s
Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred
in connection with activities on their behalf such as identifying potential target businesses and performing due diligence on
suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons
in connection with activities on behalf of the Company. During the three months ended March 31, 2020, the Company incurred and
paid $105,000 in fees for these services.
In
addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an
affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company
funds as may be required. If the Company completes its initial Business Combination, it would repay such loaned amounts. In the
event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside
the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to
$1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants
would be identical to the Private Placement Warrants issued to the Sponsor.
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 8,750,000 Private Placement Warrants at
$1.00 per warrant, for an aggregate purchase price of $8,750,000 from the Company. A portion of the proceeds from the sale of
the Private Placement Warrants were placed into the Trust Account. Each Private Placement Warrant is exercisable for one Class
A Share at a price of $11.50 per share. The Private Placement Warrants are identical to the Warrants included in the Units sold
in the Initial Public Offering except that the Private Placement Warrants: (i) will not be redeemable by the Company; (ii) may
be exercised for cash or on a cashless basis, as described in the registration statement relating to the Initial Public Offering,
so long as they are held by the Sponsor or any of its permitted transferees and (iii) are (including the ordinary shares issuable
upon exercise of the Private Placement Warrants) entitled to registration rights. Additionally, the Sponsor has agreed not to
transfer, assign or sell any of the Private Placement Warrants, including the Class A Shares issuable upon exercise of the Private
Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Business Combination.
ALUSSA
ENERGY ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2020
(Unaudited)
NOTE
6. SHAREHOLDERS’ EQUITY
Preference
shares
The
Company is authorized to issue 2,000,000 preference shares with a par value of $0.0001. The Company’s Board of Directors
will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional
or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.
The Board of Directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that
could adversely affect the voting power and other rights of the holders of the Ordinary Shares and could have anti-takeover effects.
At
March 31, 2020 and December 31, 2019, there were no preference shares issued or outstanding.
Ordinary
shares
The
Company is authorized to issue 200,000,000 Class A Shares, with a par value of $0.0001 each, and 20,000,000 Class B ordinary shares,
with a par value of $0.0001 each (the “Class B Shares” and, together with the Class A Shares, the “Ordinary
Shares”). Holders of the Ordinary Shares are entitled to one vote for each Ordinary Share; provided that only holders of
the Class B Shares have the right to vote on the election of directors prior to the Business Combination. The Class B Shares will
automatically convert into Class A Shares at the time of the Business Combination, on a one-for-one basis, subject to adjustment
for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, and subject
to further adjustment as provided herein. In the case that additional Class A Shares, or equity-linked securities, are issued
or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the Business Combination,
the ratio at which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of
the 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 Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20%
of the sum of all Ordinary Shares outstanding upon completion of the Initial Public Offering plus all Class A Shares and equity-linked
securities issued or deemed issued in connection with the Business Combination, excluding any Ordinary Shares or equity-linked
securities issued, or to be issued, to any seller in the Business Combination, any Private Placement-equivalent Warrants issued
to the Sponsor or its affiliates upon conversion of loans made to the Company. Holders of Founder Shares may also elect to convert
their Class B Shares into an equal number of Class A Shares, subject to adjustment as provided above, at any time.
At
March 31, 2020 and December 31, 2019, there were 1,307,641 and 1,265,776 Class A Shares issued and outstanding, excluding 27,442,359
and 27,484,224 Class A Shares subject to possible redemption, respectively. At March 31, 2020 and December 31, 2019, there were
7,187,500 Class B Shares issued and outstanding.
Founder
shares
On
June 14, 2019, an aggregate of 5,750,000 Class B Shares (the “Founder Shares”) were issued to the Sponsor for an aggregate
purchase price of $25,000. In October 2019, the Company declared a share dividend satisfied by way of issuance of 0.125 of a share
for each ordinary share in issue and on November 25, 2019, the Company declared a share dividend satisfied by way of issuance
of 0.111111 of a share for each ordinary share in issue, resulting in an aggregate of 7,187,500 Founder Shares being held by the
Sponsor. The 7,187,500 Founder Shares included an aggregate of up to 937,500 Founder Shares that were subject to forfeiture if
the over-allotment option was not exercised in full by the Underwriters in order to maintain the Initial Shareholder’s ownership
at 20% of the issued and outstanding Ordinary Shares upon completion of the Initial Public Offering. As a result of the underwriters’
election to fully exercise their over-allotment option on December 5, 2019, a total of 937,500 Founder Shares are no longer subject
to forfeiture.
The
Founder Shares are identical to the Class A Shares included in the Units being sold in the Initial Public Offering, except that
the Founder Shares (i) have the voting rights described above, (ii) are subject to certain transfer restrictions described below
and (iii) are convertible into Class A Shares on a one-for-one basis, subject to adjustment pursuant to the anti-dilution provisions
contained therein. The Founder Shares may not be transferred, assigned or sold until the earlier of (i) one year after the completion
of the Business Combination and (ii) the date on which the Company completes a liquidation, merger, share exchange, reorganization
or other similar transaction after the Business Combination that results in all of the Public Shareholders having the right to
exchange their Class A Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of
the Class A Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after the Business Combination, the Founder Shares will be released from the lock-up.
ALUSSA
ENERGY ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2020
(Unaudited)
NOTE
7. FAIR VALUE MEASUREMENTS
The
Company follows the guidance in ASC Topic 820 for its financial assets and liabilities that are re-measured and reported at fair
value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least
annually.
The
fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company
would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an
orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets
and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and
to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable
inputs used in order to value the assets and liabilities:
|
Level
1:
|
Quoted
prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which
transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing
basis.
|
|
Level
2:
|
Observable
inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or
liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
|
Level
3:
|
Unobservable
inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.
|
The
following table presents information about the Company’s assets that are measured at fair value on a recurring basis at
March 31, 2020 and December 31, 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine
such fair value:
Description
|
|
Level
|
|
|
March
31,
2020
|
|
|
December 31,
2019
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
Marketable securities held in Trust Account
|
|
|
1
|
|
|
$
|
289,605,262
|
|
|
$
|
287,830,781
|
|
NOTE
8. SUBSEQUENT EVENTS
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed
financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required
adjustment or disclosure in the condensed financial statements.