UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Alussa Energy Acquisition Corp.
| (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share |
| (Title of Class of Securities) |
G0232J127** |
| (CUSIP Number) |
|
|
| November 26, 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:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*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).
**The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the units which include the Class A Ordinary Shares is G0232J127.
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CUSIP No. G0232J127
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SCHEDULE 13G
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Page 2
of 11 Pages
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1
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NAME OF REPORTING PERSONS
Encompass Capital Advisors LLC
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
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SHARED VOTING POWER
1,437,500
|
|||
|
7
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SOLE DISPOSITIVE POWER
0
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|||
|
8
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SHARED DISPOSITIVE POWER
1,437,500
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
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12
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TYPE OF REPORTING PERSON
OO, IA
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CUSIP No. G0232J127
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SCHEDULE 13G
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Page 3
of 11 Pages
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1
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NAME OF REPORTING PERSONS
Encompass Capital Partners LLC
|
|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
|
||
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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
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,437,500
|
|||
|
7
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SOLE DISPOSITIVE POWER
0
|
|||
|
8
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SHARED DISPOSITIVE POWER
1,437,500
|
|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
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|||
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No. G0232J127
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SCHEDULE 13G
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Page 4
of 11 Pages
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1
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NAME OF REPORTING PERSONS
Encompass Capital 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) x
|
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
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SOLE VOTING POWER
0
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||
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6
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SHARED VOTING POWER
722,294
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
722,294
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
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|||
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. G0232J127
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SCHEDULE 13G
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Page 5
of 11 Pages
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1
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NAME OF REPORTING PERSONS
Encompass Capital E&P Master Fund LP
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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||
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
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SHARED VOTING POWER
715,206
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|||
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7
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SOLE DISPOSITIVE POWER
0
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|||
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8
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SHARED DISPOSITIVE POWER
715,206
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|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
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||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.9%
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|||
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. G0232J127
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SCHEDULE 13G
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Page 6
of 11 Pages
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1
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NAME OF REPORTING PERSONS
Todd J. Kantor
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
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3
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SEC USE ONLY
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|||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
|||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
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SHARED VOTING POWER
1,437,500
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
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SHARED DISPOSITIVE POWER
1,437,500
|
|||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%
|
|||
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12
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TYPE OF REPORTING PERSON
IN, HC
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CUSIP No. G0232J127
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SCHEDULE 13G
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Page 7
of 11 Pages
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| Item 1. | (a) Name of Issuer |
Alussa Energy Acquisition Corp.
| (b) Address of Issuer’s Principal Executive Offices |
PO Box 500, 71 Fort Street
Grand Cayman KY1-1106
Cayman Islands
| Item 2. | (a) Name of Person Filing |
This statement is being filed by Encompass Capital Advisors LLC, Encompass Capital Partners LLC, Encompass Capital Master Fund LP, Encompass Capital E&P Master Fund LP, and Todd J. Kantor.
| (b) Address of Principal Business Office, or, if none, Residence |
The address of the principal business office of Encompass Capital Advisors LLC and Encompass Capital Partners LLC is 200 Park Avenue, 11th Floor, New York, NY 10166. The address of the principal business office of Encompass Capital Master Fund LP and Encompass Capital E&P Master Fund LP is c/o Intertrust Corporate Services (Cayman) Ltd, 190 Elgin Avenue, George Town, Grand Cayman KY1-9007, Cayman Islands. The address of the principal business office of Todd J. Kantor is c/o Encompass Capital Advisors LLC, 200 Park Avenue, 11th Floor, New York, NY 10166.
| (c) Citizenship |
(i) Encompass Capital Advisors LLC is a Delaware Limited Liability Company.
(ii) Encompass Capital Partners LLC is a Delaware Limited Liability Company.
(iii) Encompass Capital Master Fund LP is a Cayman Islands exempted limited partnership.
(iv) Encompass Capital E&P Master Fund LP is a Cayman Islands exempted limited partnership.
(v) Todd J. Kantor is a US Citizen.
| (d) Title of Class of Securities |
Class A Ordinary Shares, par value $0.0001 per share
| (e) CUSIP No.: |
The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the units which include the Class A Ordinary Shares is G0232J127.
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CUSIP No. G0232J127
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SCHEDULE 13G
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Page 8
of 11 Pages
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
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CUSIP
No. G0232J127
|
SCHEDULE 13G
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Page
9 of 11 Pages
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Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Encompass Capital Advisors LLC
(a) Amount beneficially owned: 1,437,500
(b) Percent of class: 5.8%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,437,500
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,437,500
Encompass Capital Partners LLC
(a) Amount beneficially owned: 1,437,500
(b) Percent of class: 5.8%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,437,500
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,437,500
Encompass Capital Master Fund LP
(a) Amount beneficially owned: 722,294
(b) Percent of class: 2.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 722,294
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 722,294
Encompass Capital E&P Master Fund LP
(a) Amount beneficially owned: 715,206
(b) Percent of class: 2.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 715,206
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 715,206
Todd J. Kantor
(a) Amount beneficially owned: 1,437,500
(b) Percent of class: 5.8%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,437,500
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,437,500
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. G0232J127
|
SCHEDULE 13G
|
Page 10
of 11 Pages
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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.
Date: December 6, 2019
| Encompass Capital Advisors LLC | |||
| By: | Todd J. Kantor | ||
| Name: | Todd J. Kantor | ||
| Title: | Managing Member | ||
| Encompass Capital Partners LLC | |||
| By: | Todd J. Kantor | ||
| Name: | Todd J. Kantor | ||
| Title: | Managing Member | ||
| Encompass Capital Master Fund LP | |||
| By: | Todd J. Kantor | ||
| Name: | Todd J. Kantor | ||
| Title: | Managing Member of Encompass Capital Advisors LLC, its Investment Manager | ||
| Encompass Capital E&P Master Fund LP | |||
| By: | Todd J. Kantor | ||
| Name: | Todd J. Kantor | ||
| Title: | Managing Member of Encompass Capital Advisors LLC, its Investment Manager | ||
| Todd J. Kantor, Individually | |||
| By: | Todd J. Kantor | ||
| Name: | Todd J. Kantor | ||
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CUSIP No. G0232J127
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SCHEDULE 13G
|
Page 11
of 11 Pages
|
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Class A Ordinary Shares of Alussa Energy Acquisition Corp., dated as of December 6, 2019 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date: December 6, 2019
| Encompass Capital Advisors LLC | |||
| By: | Todd J. Kantor | ||
| Name: | Todd J. Kantor | ||
| Title: | Managing Member | ||
| Encompass Capital Partners LLC | |||
| By: | Todd J. Kantor | ||
| Name: | Todd J. Kantor | ||
| Title: | Managing Member | ||
| Encompass Capital Master Fund LP | |||
| By: | Todd J. Kantor | ||
| Name: | Todd J. Kantor | ||
| Title: | Managing Member of Encompass Capital Advisors LLC, its Investment Manager | ||
| Encompass Capital E&P Master Fund LP | |||
| By: | Todd J. Kantor | ||
| Name: | Todd J. Kantor | ||
| Title: | Managing Member of Encompass Capital Advisors LLC, its Investment Manager | ||
| Todd J. Kantor, Individually | |||
| By: | Todd J. Kantor | ||
| Name: | Todd J. Kantor | ||