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Business Combination
12 Months Ended
Dec. 31, 2023
Business Combinations [Abstract]  
Business combination BUSINESS COMBINATION
As discussed in Note 1 – Summary of Significant Accounting Policies, we completed the Business Combination on July 9, 2021. Immediately before the closing of the Business Combination, all outstanding redeemable preferred shares of FREYR Legacy were converted into ordinary shares of FREYR. Upon the consummation of the Business Combination, each share of FREYR Legacy issued and outstanding was canceled and converted into the right to receive 0.179038 ordinary shares in FREYR (the “Exchange Ratio”). 
Upon the closing of the Business Combination, a total of 116.4 million ordinary shares of FREYR were issued, with $116.4 million designated by our Board of Directors as share capital. As a result, $116.4 million of additional paid-in capital was reclassified as ordinary share capital on our consolidated balance sheets to reflect the reorganization as a Luxembourg entity. In addition, our articles of association were amended and restated to, among other things, reflect issued ordinary shares of 116.4 million, issued share capital of $116.4 million, and increased the total number of authorized shares to 245.0 million shares without par value. 
In connection with the Business Combination, on January 29, 2021, Alussa and FREYR entered into separate subscription agreements with a number of investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and FREYR agreed to sell to the Subscribers, an aggregate of 60.0 million ordinary shares, for a purchase price of $10.00 per share and an aggregate purchase price of $600.0 million, in a private placement pursuant to the subscription agreements (the “PIPE Investment”). The PIPE Investment closed simultaneously with the consummation of the Business Combination.
The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Alussa was treated as the “acquired” company for financial reporting purposes. See Note 1 – Summary of Significant Accounting Policies for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of FREYR issuing shares for the net assets of Alussa, accompanied by a recapitalization. The net assets of Alussa were stated at historical cost, with no goodwill or other intangible assets recorded.
The following table reconciles the elements of the Business Combination and PIPE Investment to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity for the year ended December 31, 2021 (in thousands):
 Recapitalization
Cash - Alussa trust and cash, net of redemptions$104,535 
Cash - PIPE Investment600,000 
Less: Non-cash net liabilities assumed from Alussa(26,129)
Less: Transaction costs(60,386)
Net Business Combination and PIPE Investment618,020 
Add back: Non-cash net liabilities assumed from Alussa26,129 
Add: Accrued transaction costs353 
Net cash contribution from Business Combination and PIPE$644,502 
The number of ordinary shares issued immediately following the consummation of the Business Combination:
 Number of Shares
Alussa Class A ordinary shares, outstanding prior to Business Combination28,750,000 
Less: redemption of Alussa Class A ordinary shares(18,439,168)
Alussa Class A ordinary shares10,310,832 
Alussa Class B founder ordinary shares7,187,500 
Ordinary shares issued in PIPE Investment60,000,000 
Ordinary shares issued to FREYR Legacy preferred shareholders1,489,500 
Business Combination and PIPE Investment ordinary shares78,987,832 
FREYR Legacy ordinary shares (1)
37,452,359 
Total ordinary shares immediately after Business Combination and PIPE Investment116,440,191 
            
(1)
The number of FREYR Legacy ordinary shares was determined from the 209,196,827 of FREYR Legacy ordinary shares outstanding prior to the closing of the Business Combination converted at the exchange ratio of 0.179038. All fractional shares were rounded down.