Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | FREYR Battery |
Entity Central Index Key | 0001844224 |
Document Type | S-1 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | false |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - FREYR AS kr in Thousands, $ in Thousands | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Current assets | ||
Cash and cash equivalents | $ 15,768 | $ 14,749 |
Restricted cash | 280 | 196 |
Prepaid assets | 2,007 | 464 |
VAT receivable | 190 | 442 |
Interest income receivable | 6 | 0 |
Total current assets | 18,251 | 15,851 |
Property and equipment, net | 112 | 80 |
Other long-term assets | 12 | 0 |
Total assets | 18,375 | 15,931 |
Current liabilities | ||
Accounts payable | 1,980 | 888 |
Accrued liabilities | 1,730 | 2,153 |
Accounts payable and accrued liabilities - related party | 481 | 322 |
Redeemable preferred shares | 15,069 | 7,574 |
Deferred income | 1,372 | 0 |
Total current liabilities | 20,632 | 10,937 |
Other long-term liabilities | 0 | 38 |
Total liabilities | 20,632 | 10,975 |
Commitments and contingencies (Note 5) | ||
Shareholders' equity (deficit) | ||
Ordinary share capital, NOK 0.01 par value, 209,196,827 shares authorized, issued and outstanding as of March, 31, 2021 and December 31, 2020 | 238 | 238 |
Additional paid in capital | 19,562 | 14,945 |
Accumulated other comprehensive income (loss) | 715 | 658 |
Accumulated deficit | (22,772) | (10,885) |
Total shareholders' equity (deficit) | (2,257) | 4,956 |
Total liabilities and shareholders' equity (deficit) | $ 18,375 | $ 15,931 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - FREYR AS - kr / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | Dec. 31, 2019 |
Ordinary shares, par value | kr 0.01 | kr 0.01 | kr 0.01 | kr 0.01 |
Ordinary Stock, Shares Authorized | 209,196,827 | 209,196,827 | 118,700,000 | |
Ordinary stock, shares issued | 209,196,827 | 209,196,827 | 118,700,000 | |
Ordinary stock, shares outstanding | 209,196,827 | 209,196,827 | 118,700,000 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - FREYR AS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||||
General and administrative | $ 7,131,000 | $ 593,000 | $ 4,377,000 | $ 1,361,000 |
Research and development | 2,907,000 | 45,000 | 1,865,000 | 545,000 |
Depreciation | 10,000 | 3,000 | 15,000 | 1,000 |
Other operating expenses | 1,871,000 | 239,000 | 2,666,000 | 566,000 |
Total operating expenses | 11,919,000 | 880,000 | 8,923,000 | 2,473,000 |
Loss from operations | (11,919,000) | (880,000) | (8,923,000) | (2,473,000) |
Other income (expense): | ||||
Redeemable preferred shares fair value adjustment | 6,000 | 0 | (70,000) | |
Interest income | 6,000 | 0 | 20,000 | |
Warrant liability fair value adjustment | 0 | (66,000) | (1,670,000) | 1,146,000 |
Convertible notes fair value adjustment | 0 | 24,000 | (201,000) | |
Interest expense | 0 | (8,000) | (53,000) | (3,000) |
Foreign currency transaction gain (loss) | 20,000 | (5,000) | 38,000 | (9,000) |
Gain on settlement of warrant liability | 466,000 | |||
Other income | 0 | 40,000 | 788,000 | 138,000 |
Loss before income taxes | (11,887,000) | (895,000) | (9,605,000) | (1,201,000) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | (11,887,000) | (895,000) | (9,605,000) | (1,201,000) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 57,000 | 246,000 | 662,000 | (3,000) |
Total comprehensive loss | $ (11,830,000) | $ (649,000) | $ (8,943,000) | $ (1,204,000) |
Basic and diluted net loss attributable to ordinary shareholders (Note 13) | $ (0.06) | $ (0.01) | ||
Net loss attributable to ordinary shareholders (Note 15): | ||||
Basic | (0.06) | (0.01) | $ (0.06) | $ (0.01) |
Diluted | $ (0.06) | $ (0.01) | $ (0.06) | $ (0.02) |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT - FREYR AS - USD ($) $ in Thousands | Ordinary Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Beginning balance at Dec. 31, 2018 | $ 143 | $ (1) | $ (79) | $ 63 | |
Beginning balance (shares) at Dec. 31, 2018 | 118,700,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | $ 0 | $ 192 | 0 | 0 | 192 |
Net loss | 0 | 0 | 0 | (1,201) | (1,201) |
Other comprehensive income | 0 | 0 | (3) | 0 | (3) |
Ending balance at Dec. 31, 2019 | $ 143 | 192 | (4) | (1,280) | $ (949) |
Ending balance (shares) at Dec. 31, 2019 | 118,700,000 | 118,700,000 | |||
Ending balance at Dec. 31, 2019 | $ 143 | 192 | (4) | (1,280) | $ (949) |
Ending balance (shares) at Dec. 31, 2019 | 118,700,000 | 118,700,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | 0 | 0 | (895) | $ (895) |
Other comprehensive income | 0 | 0 | 246 | 0 | 246 |
Ending balance at Mar. 31, 2020 | $ 143 | 192 | 242 | (2,175) | (1,598) |
Ending balance (shares) at Mar. 31, 2020 | 118,700,000 | ||||
Beginning balance at Dec. 31, 2019 | $ 143 | 192 | (4) | (1,280) | $ (949) |
Beginning balance (shares) at Dec. 31, 2019 | 118,700,000 | 118,700,000 | |||
Beginning balance at Dec. 31, 2019 | $ 143 | 192 | (4) | (1,280) | $ (949) |
Beginning balance (shares) at Dec. 31, 2019 | 118,700,000 | 118,700,000 | |||
Beginning balance at Dec. 31, 2019 | $ 143 | 192 | (4) | (1,280) | $ (949) |
Beginning balance (shares) at Dec. 31, 2019 | 118,700,000 | 118,700,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Capital contributions from private placement, net of issuance costs | $ 76 | 10,478 | $ 10,554 | ||
Capital contributions from private placement, net of issuance costs (shares) | 71,648,042 | ||||
Capital contributions from conversion of convertible debt to ordinary shares | $ 10 | 1,694 | 1,704 | ||
Capital contributions from conversion of convertible debt to ordinary shares (shares) | 9,973,253 | ||||
Capital contributions from settlement of the warrant liability | $ 2 | 1,057 | 1,059 | ||
Capital contributions from settlement of the warrant liability (shares) | 2,208,865 | ||||
Share-based compensation expense | $ 0 | 535 | 0 | 0 | 535 |
Net loss | 0 | 0 | 0 | (9,605) | (9,605) |
Other comprehensive income | 0 | 0 | 662 | 0 | 662 |
Ending balance at Dec. 31, 2020 | $ 238 | 14,945 | 658 | (10,885) | $ 4,956 |
Ending balance (shares) at Dec. 31, 2020 | 209,196,827 | 209,196,827 | |||
Beginning balance at Mar. 31, 2020 | $ 143 | 192 | 242 | (2,175) | $ (1,598) |
Beginning balance (shares) at Mar. 31, 2020 | 118,700,000 | ||||
Beginning balance at Dec. 31, 2020 | $ 238 | 14,945 | 658 | (10,885) | $ 4,956 |
Beginning balance (shares) at Dec. 31, 2020 | 209,196,827 | 209,196,827 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | $ 0 | 4,617 | 0 | 0 | $ 4,617 |
Net loss | 0 | 0 | 0 | (11,887) | (11,887) |
Other comprehensive income | 0 | 0 | 57 | 0 | 57 |
Ending balance at Mar. 31, 2021 | $ 238 | $ 19,562 | $ 715 | $ (22,772) | $ (2,257) |
Ending balance (shares) at Mar. 31, 2021 | 209,196,827 | 209,196,827 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - FREYR AS € in Thousands, shares in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | |
Cash flows from operating activities | ||||
Net loss | $ (11,887,000) | $ (895,000) | $ (9,605,000) | $ (1,201,000) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Share-based compensation expense | 4,161,000 | 0 | 535,000 | 192,000 |
Depreciation | 10,000 | 3,000 | 15,000 | 1,000 |
Foreign currency transaction gain on redeemable preferred shares | (33,000) | 0 | (807,000) | |
Redeemable preferred shares fair value adjustment | (6,000) | 0 | 70,000 | |
Warrant liability fair value adjustment | 0 | 66,000 | 1,670,000 | (1,146,000) |
Convertible notes fair value adjustment | 0 | (24,000) | 201,000 | |
Other | 0 | 11,000 | 82,000 | 10,000 |
Changes in assets and liabilities: | ||||
Prepaid assets | (1,545,000) | (158,000) | (408,000) | (15,000) |
VAT receivable | 253,000 | 140,000 | (231,000) | (183,000) |
Interest income receivable | (6,000) | 0 | ||
Accounts payable and accrued liabilities | 1,128,000 | 299,000 | 1,347,000 | 1,151,000 |
Accounts payable and accrued liabilities - related party | 159,000 | 76,000 | 226,000 | 20,000 |
Deferred income | 1,374,000 | 0 | (30,000) | |
Net cash used in operating activities | (6,392,000) | (482,000) | (7,336,000) | (1,201,000) |
Cash flows from investing activities | ||||
Purchases of property and equipment | (42,000) | (25,000) | (71,000) | (20,000) |
Purchases of other long-term assets | (12,000) | 0 | ||
Net cash used in investing activities | (54,000) | (25,000) | (71,000) | (20,000) |
Cash flows from financing activities | ||||
Proceeds from issuance of redeemable preferred shares | 7,500,000 | 0 | 7,500,000 | |
Proceeds from issuance of convertible debt | 0 | 660,000 | 1,104,000 | |
Proceeds from issuance of convertible debt - related party | 0 | 423,000 | 427,000 | |
Net cash provided by financing activities | 7,500,000 | 1,083,000 | 20,458,000 | 1,229,000 |
Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash | 49,000 | (101,000) | 1,637,000 | (2,000) |
Net increase in cash, cash equivalents, and restricted cash | 1,103,000 | 475,000 | 14,688,000 | 6,000 |
Cash, cash equivalents, and restricted cash at beginning of period | 14,945,000 | 257,000 | 257,000 | 251,000 |
Cash, cash equivalents, and restricted cash at end of period | 16,048,000 | 732,000 | 14,945,000 | 257,000 |
Supplemental disclosures of cash flow information | ||||
Cash paid for interest | 0 | 0 | $ 14,000 | |
Cash paid for income taxes | 0 | 0 | ||
Significant non-cash investing and financing activities | ||||
Settlement of accrued liabilities through issuance of non-employee warrants | 460,000 | 0 | ||
Settlement of other long-term liabilities through issuance of employee options | 38,000 | 0 | ||
Conversion of convertible debt to ordinary shares | shares | 1,704 | |||
Equity settlement of warrant liability through issuance of ordinary shares | $ 1,057,000 | |||
Non-cash settlement of warrant liability through assumption of accrued liability | 360,000 | |||
Reconciliation to consolidated balance sheets | ||||
Cash and cash equivalents | 15,768,000 | 682,000 | 14,749,000 | 179,000 |
Restricted cash | 280,000 | 50,000 | 196,000 | 78,000 |
Cash, cash equivalents, and restricted cash | $ 16,048,000 | $ 732,000 | $ 14,945,000 | $ 257,000 |
Business and Basis of Presentat
Business and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Business and Basis of Presentation | 1. Business and Basis of Presentation Description of the Business FREYR AS (the “Company”) was founded on February 1, 2018 and is incorporated and domiciled in Norway. The Company registered with the Norway Register of Business Enterprises on February 21, 2018. The Company is planning the development of lithium-ion battery facilities in Mo i Rana, Norway. The Company’s principal executive offices are in Mo i Rana, Norway. FREYR’s mission and vision is to accelerate the decarbonization of the transportation sector and energy systems by delivering some of the world’s cleanest and most cost-effective batteries. FREYR aims to produce some of the most cost-competitive batteries with the lowest carbon footprints, which could further support the acceleration of the energy transition. FREYR is currently working to develop application of its in-licensed technology and planning the building of the battery factories in Mo i Rana. Planned principal operations have not yet commenced. As of March 31, 2021, FREYR has not derived revenue from its principal business activities. FREYR will initially target energy storage systems (“ESS”), marine applications, commercial vehicles and electric vehicles (“EV”) with slower charge requirements, and then plans to target additional markets, including consumer EVs, through both the licensing model and joint venture model. FREYR plans to produce faster charge battery cells for the broader consumer EV segment through the 24M platforms, as well as through the joint venture business model and potentially additional licensing partnerships. Basis of Presentation and Principles of Consolidation The Company’s condensed consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements herein. The condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain the necessary financing to support its operations. For the three months ended March 31, 2021, the Company, which is in the early stages of development, had no revenues, incurred a net loss of $11,887 thousand and had negative operating cash flows of $6,392 thousand. The Company believes that its current cash is insufficient to cover the expenses it expects to incur during the twelve months after the issuance of the accompanying financial statements. While these factors initially gave rise to substantial doubt about the Company’s ability to continue as a going concern, management has alleviated these doubts through a definitive business combination agreement (“BCA”) to merge with Alussa Energy Acquisition Corp. (“Alussa”) and certain other affiliated entities through a series of transactions (the “Business Combination”) entered into on January 29, 2021. The Business Combination is subject to approval by the shareholders of Alussa and the Company and other customary closing conditions. The Business Combination is anticipated to be accounted for as a reverse capitalization in accordance with U.S. GAAP. In connection with the Business Combination, a subscription agreement was entered into between an affiliate of Alussa and various investors for proceeds of $600,000 thousand (the “PIPE Investment”). The PIPE Investment is conditioned upon the closing of the Business Combination. The proceeds of the PIPE Investment, together with the amounts remaining in Alussa’s trust account following the closing of the Business Combination, will be retained by the post-combination business. | 1. Business and Basis of Presentation Description of the Business FREYR AS (the “Company”) was founded on February 1, 2018 and is incorporated and domiciled in Norway. The Company registered with the Norway Register of Business Enterprises on February 21, 2018. The Company is planning the development of lithium-ion battery facilities in Mo i Rana, Norway. The Company’s principal executive offices are in Mo i Rana, Norway. FREYR’s mission and vision is to accelerate the decarbonization of the transportation sector and energy systems by delivering some of the world’s cleanest and most cost-effective batteries. FREYR aims to produce some of the most cost-competitive batteries with the lowest carbon footprints, which could further support the acceleration of the energy transition. FREYR is currently working to develop application of its in-licensed technology and planning the building of the battery factories in Mo i Rana. Planned principal operations have not yet commenced. As of December 31, 2020, FREYR has not derived revenue from its principal business activities. FREYR will initially target energy storage systems (“ESS”), marine applications, commercial vehicles and electric vehicles (“EV”) with slower charge requirements, and then plans to target additional markets, including consumer EVs, through both the licensing model and joint venture model. FREYR plans to produce faster charge battery cells for the broader consumer EV segment through the 24M platforms, as well as through the joint venture business model and potentially additional licensing partnerships. Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for annual financial information and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. Certain prior period amounts have been reclassified to conform to the current year presentation. The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain the necessary financing to support its operations. For the year ended December 31, 2020, the Company, which is in the early stages of development, had no revenues, incurred a net loss of $9,605 thousand and had negative operating cash flows of $7,336 thousand. The Company believes that its current cash is insufficient to cover the expenses it expects to incur during the twelve months after the issuance of the accompanying financial statements. While these factors initially gave rise to substantial doubt about the Company’s ability to continue as a going concern, management has alleviated these doubts through a definitive business combination agreement to merge with Alussa Energy Acquisition Corp. (“Alussa”) and certain other affiliated entities through a series of transactions (the “Business Combination”). The Business Combination is subject to approval by the shareholders of Alussa and the Company and other customary closing conditions. See Note 16 — Subsequent Events for further information on the Company’s planned Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of preferred shares, among others. The Company bases these estimates on historical experiences and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Unaudited Condensed Consolidated Financial Statements The accompanying interim condensed consolidated balance sheet as of March 31, 2021, the interim condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2021 and 2020, the interim condensed consolidated statement of shareholders’ equity for the three months ended March 31, 2021 and 2020, and the interim condensed consolidated statements of cash flows for the three months ended March 31, 2021 and 2020, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2021 and its results of operations and cash flows for the three months ended March 31, 2021 and 2020. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements related to the three-month periods are also unaudited. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. Although the consolidated balance sheet as of December 31, 2020 was derived from the audited annual consolidated financial statements as of December 31, 2020, these interim condensed consolidated financial statements do not contain all of the footnote disclosures from the annual consolidated financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual financial statements for the fiscal year ended December 31, 2020. Significant Risk and Uncertainties The Company is subject to those risks common in the renewable energy and manufacturing industries and also those risks common to early stage development companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, the ability to obtain or maintain licenses and permits to support future business, competition, dependence on key personnel and key external alliances, loss of its grant contributor, the ability to maintain and establish relationships with current and future vendors and suppliers, the successful protection of its proprietary technologies, the possibility of the factory development being disrupted, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. Restricted Cash Restricted cash consists of funds held in a restricted account for payment of income tax withholdings to the Norwegian government, payable every other month. Fair Value Measurement The Company follows the accounting guidance in ASC 820, Fair Value Measurement, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Fair value measurements of assets and liabilities are categorized based on the following hierarchy: Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities. Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means. Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. For the nine convertible notes issued in 2020 (“2020 Convertible Notes”), the Company has elected the fair value option. Such election is irrevocable and is applied on an instrument-by-instrument basis at initial recognition. Any changes in the fair value of these securities are recognized in the consolidated statements of operations and comprehensive loss. Interest expense on the 2020 Convertible Notes for which the fair value option has been elected is based on stated interest rates and is recorded as interest expense within the consolidated statements of operations and comprehensive loss. | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of ordinary shares and the warrant liability, among others. The Company bases these estimates on historical experiences and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Segment Information The Company is focused on the development of lithium-ion batteries as its primary business and the Company’s Chief Executive Officer (“CEO”), who is the chief operating decision-maker, manages the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. Significant Risk and Uncertainties The Company is subject to those risks common in the renewable energy and manufacturing industries and also those risks common to early stage development companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, the ability to obtain or maintain licenses and permits to support future business, competition, dependence on key personnel and key external alliances, loss of its grant contributor, the ability to maintain and establish relationships with current and future vendors and suppliers, the successful protection of its proprietary technologies, the possibility of the factory development being disrupted, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents by making deposits with large, reputable financial institutions. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and current balances with banks and similar institutions. As of December 31, 2020 and 2019, cash and cash equivalents were $14,749 thousand and $179 thousand, respectively. Restricted Cash Restricted cash consists of funds held in a restricted account for payment of income tax withholdings to the Norwegian government, payable every other month. As of December 31, 2020 and 2019, restricted cash was $196 thousand and $78 thousand, respectively. Fair Value Measurement The Company follows the accounting guidance in ASC 820, Fair Value Measurement, for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Fair value measurements of assets and liabilities are categorized based on the following hierarchy: Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities. Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means. Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. For the nine convertible notes issued in 2020 (“2020 Convertible Notes”), the Company has elected the fair value option. Such election is irrevocable and is applied on an instrument-by-instrument basis at initial recognition. Any changes in the fair value of these securities are recognized in the consolidated statements of operations and comprehensive loss. Interest expense on the 2020 Convertible Notes for which the fair value option has been elected is based on stated interest rates and is recorded as interest expense within the consolidated statements of operations and comprehensive loss. VAT Receivable The Company was registered for Value Added Tax (“VAT”) deduction as of May 1, 2019 for income tax purposes. The Company accounts for any VAT paid on invoices for goods or services purchased from suppliers as a VAT receivable. Periodically, the net VAT balance is calculated as either due to or due from the Norwegian Tax Administration (“NTA”). As the Company does not have any revenues, no VAT payable has been recognized. As of December 31, 2020 and 2019, the VAT receivable was $442 thousand and $183 thousand, respectively. Property and Equipment Property and equipment is recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset, which ranges from two Maintenance and repairs are charged to expense as incurred and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the accompanying consolidated statements of operations and comprehensive loss. Leases The Company accounts for its leases under ASC 840, Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as either operating or capital leases. Leases are classified as capital leases whenever the terms of the lease transfer substantially all of the risks and rewards of ownership to the lessee. All other leases are recorded as operating leases. As of December 31, 2020, all of the Company’s leases were operating leases. The Company recognizes rent expense on a straight-line basis over the lease term. Grants The Company recognizes grants received as other income over the periods in which the related costs are incurred and the conditions for receiving the grant have been fulfilled, assuming no restrictions apply with respect to the potential repayment of the grants. If the grants become repayable, the repayment will be first applied against any related unamortized deferred income and the excess will be recorded as an expense. Research and Development Cost Costs related to research and development are expensed as incurred. Research and development expenses consist primarily of compensation to employees engaged in research and development activities, internal and external engineering, supplies and services, and contributions to research institutions. Foreign Currency Translation and Transaction Gains and Losses The functional currency of the Company is its local currency. The Company’s consolidated financial statements have been translated from its functional currency into the presentation currency, U.S. dollars, in accordance with U.S. GAAP. Assets and liabilities are translated at the foreign exchange rates as of the balance sheet dates presented and revenue and expenses are translated at the average foreign exchange rates for the periods presented. Components of equity outside of accumulated other comprehensive income (loss) are translated at the applicable foreign exchange rates as of the dates on which the transaction occurred. Currency translation adjustments are recorded as a component of other comprehensive income (loss). Transaction gains and losses recognized as a result of transactions denominated in a currency other than the functional currency are included in foreign currency transaction gain (loss) on the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2020 and 2019, a net transaction gain of $38 thousand and a net transaction loss of $9 thousand, respectively, was recognized. Share-Based Compensation The Company measures and recognizes compensation expense for all equity-based awards made to employees, directors, and non-employees, including share options, based on estimated fair values recognized over the requisite service period in accordance with ASC 718, Stock-Based Compensation. Share-based payments, including grants of share options, are recognized in the consolidated statements of operations and comprehensive loss as general and administrative expense. The Company recognizes compensation expense for all equity-based employee awards with service-based vesting requirements on a straight-line basis over the requisite service period of the awards, which is generally the award’s vesting period. These amounts are reduced by forfeitures as the forfeitures occur. Defined Contribution Plan The Company is obligated to have an occupational pension scheme under the Mandatory Occupational Pensions Act. The Company’s pension plan (“Pension Plan”) is a defined contribution plan, in which the costs are recognized as pension expense, within general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company contributes 5% of each employees’ salary for amounts up to 7.1 times “G”, an amount established by the NTA that is effective on May 1 of each year, and then contributes 11.4% for amounts between 7.1 and 12 times “G”. “G” was NOK 97 thousand from May 1, 2018 to April 30, 2019, NOK 100 thousand from May 1, 2019 to April 30, 2020, and NOK 101 thousand from May 1, 2020 to April 30, 2021. Further contribution by employees is voluntary. For the years ended December 31, 2020 and 2019, the Company recognized general and administrative expense of $84 thousand and $10 thousand, respectively, for contributions to the Pension Plan. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts of assets and liabilities for income tax purposes and operating losses carried forward, measured by applying tax rates based on currently enacted tax laws. Valuation allowances are calculated, when necessary, to reduce the net deferred tax assets to an amount that is more likely than not to be realized. Changes in the valuation allowances occurring in subsequent periods are included in the consolidated statements of operations and comprehensive loss. The Company recognizes uncertain tax positions based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more likely than not to be sustained. Uncertain income tax positions are not recognized if there is less than a 50% likelihood of being sustained. Emerging Growth Company 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 qualifies as an emerging growth company, as defined in the JOBS Act, and therefore intends to take advantage of certain exemptions from various public company reporting requirements, including delaying adoption of new or revised accounting standards until those standards apply to private companies. The effective dates shown below reflect the election to use the extended transition period. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements Leases (Topic 842): Codification Improvements Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities Adoption of Accounting Pronouncements In April 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement Fair Value Measurement |
Property and Equipment
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Property and Equipment | 3. Property and Equipment Property and equipment as of March 31, 2021 and December 31, 2020, consisted of the following (in thousands): As of As of March 31, December 31, 2021 2020 Office equipment $ 140 $ 98 Less: Accumulated depreciation and amortization (26) (15) Less: Foreign currency translation effects (2) (3) Property and equipment, net $ 112 $ 80 Depreciation expense related to property and equipment was $10 thousand and $3 thousand for the three months ended March 31, 2021 and 2020, respectively. | 3. Property and Equipment Property and equipment as of December 31, 2020 and 2019, consisted of the following (in thousands): As of December 31, 2020 2019 Office equipment $ 98 $ 20 Less: Accumulated depreciation and amortization (15) (1) Less: Foreign currency translation effects (3) — Property and equipment, net $ 80 $ 19 Depreciation expense related to property and equipment was $15 thousand and $1 thousand for the years ended December 31, 2020 and 2019, respectively. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Accrued Liabilities | 4. Accrued Liabilities Accrued liabilities as of March 31, 2021 and December 31, 2020, consisted of the following (in thousands): As of As of March 31, December 31, 2021 2020 Accrued research and development costs (Note 5) $ 86 $ 445 Accrued professional and legal fees 810 245 Accrued payroll and payroll related expenses 787 518 Accrued share-based compensation expense — 460 Accrued other operating costs 47 485 Total accrued liabilities $ 1,730 $ 2,153 | 4. Accrued Liabilities Accrued liabilities as of December 31, 2020 and 2019, consisted of the following (in thousands): As of December 31, 2020 2019 Accrued research and development costs (Note 7) $ 445 $ — Accrued professional and legal fees 245 178 Accrued payroll and payroll related expenses 518 242 Accrued share-based compensation expense 460 — Accrued other operating costs 485 22 Total accrued liabilities $ 2,153 $ 442 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Commitments and Contingencies | 5. Commitments and Contingencies Lease Commitments The Company currently leases its corporate headquarters as well as other real estate leases that are classified as operating leases. Total rent expense was $71 thousand and $28 thousand for the three months ended March 31, 2021 and 2020, respectively. None of the leases have a minimum noncancelable lease term in excess of one year. The Company does not have any leases classified as capital leases. Other Commitments On December 1, 2020, the Company entered into a definitive licensing and services agreement effective December 15, 2020 with 24M to use its Semi-Solid lithium-ion battery platform technology in FREYR’s planned facilities in Mo i Rana, Norway. In accordance with this agreement and a letter agreement dated December 18, 2020, the Company has committed to pay $20,000 thousand for the rights to production of battery cells based on 24M’s current and future technology, as well as the provision of services to the Company, including technical training of engineers, the provision of information relevant to construct and operate the factory and on-site support. $700 thousand was paid and expensed in 2020 at the signing of the memorandum of understanding prior to entering into a definitive agreement. The Company determined that the remaining $19,300 thousand payable would be recognized straight-line over the service period through December 31, 2022, which was extended to December 31, 2023 through the first amendment to the definitive agreement dated January 18, 2021. As of December 31, 2020, $445 thousand was accrued related to the agreement. On January 12, 2021, $2,500 thousand was paid, as prescribed by the definitive agreement. As a result, as of March 31, 2021, a prepaid asset of $374 thousand remained and the Company’s remaining commitments were $2,500 thousand, payable on or before July 31, 2021, as well as $14,300 thousand, payable upon the financial close of the Company’s commercial facility, but no later than December 31, 2021. In accordance with the definitive agreement, the Company will also pay an ongoing royalty fee based on sales volumes with minimum annual payments of $3,000 thousand beginning on the three-year anniversary of the effective date. All expenses related to this definitive agreement are recognized as research and development costs within the condensed consolidated statements of operations and comprehensive loss. The Company entered into agreements with a public Norwegian university to fund professorships and research within the field of energy-efficient battery plants. Under the agreements, the Company has committed to pay NOK 700 thousand annually for four years for a total of NOK 2,800 thousand to fund the professorships and NOK 1,000 thousand annually for eight years for a total of NOK 8,000 thousand to fund the research. As of March 31, 2021, the Company’s remaining commitments were NOK 1,225 thousand ($144 thousand) and NOK 6,000 thousand ($704 thousand) to fund the professorships and research, respectively. All expenses related to these agreements are recognized as research and development costs within the condensed consolidated statements of operations and comprehensive loss. On January 23, 2020, the Company entered into an agreement with the Nordland county municipality related to the mobilization of the battery factory in Mo i Rana. Under the agreement, the Company has committed to pay NOK 500 thousand per year over three years beginning in 2020. As of March 31, 2021, the Company’s remaining commitment was NOK 1,000 thousand ($117 thousand). All expenses related to this agreement are recognized as other operating expenses within the condensed consolidated statements of operations and comprehensive loss. Contingent Liabilities — Litigation The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss with respect to loss contingencies for asserted legal and other claims. However, the outcome of litigation is inherently uncertain. | 7. Commitments and Contingencies Lease Commitments The Company currently leases its corporate headquarters as well as other real estate leases that are classified as operating leases. Total rent expense was $148 thousand and $27 thousand for the years ended December 31, 2020 and 2019, respectively. None of the leases have a minimum noncancelable lease term in excess of one year. The Company does not have any leases classified as capital leases. Other Commitments On December 1, 2020, the Company entered into a definitive licensing and services agreement effective December 15, 2020 with 24M to use its Semi-Solid lithium-ion battery platform technology in FREYR’s planned facilities in Mo i Rana, Norway. In accordance with this agreement and a letter agreement dated December 18, 2020, the Company has committed to pay $20,000 thousand for the rights to production of battery cells based on 24M’s current and future technology, as well as the provision of services to the Company, including technical training of engineers, the provision of information relevant to construct and operate the factory and on-site support. For the year ended December 31, 2020, $700 thousand was paid and expensed at the signing of the memorandum of understanding prior to entering into a definitive agreement. As of December 31, 2020, the Company’s remaining commitments were $2,500 thousand, payable on or before January 15, 2021 and July 31, 2021, as well as $14,300 thousand, payable upon the financial close of the Company’s commercial facility, but no later than December 31, 2021. The Company determined that the $19,300 thousand due under the definitive agreement would be recognized straight-line over the service period. As such, as of December 31, 2020, $445 thousand was accrued related to the agreement. The Company will also pay an ongoing royalty fee based on sales volumes with minimum annual payments of $3,000 thousand beginning on the three-year anniversary of the effective date. All expenses related to this definitive agreement are recognized as research and development costs within the consolidated statements of operations and comprehensive loss. See Note 16 – Subsequent Events for further information on the definitive agreement. The Company entered into agreements with a public Norwegian university to fund professorships, research within the field of energy-efficient battery plants, research positions for battery cell production, and doctoral and post-doctoral fellowships. Under the agreements, the Company has committed to pay NOK 700 thousand annually for four years for a total of NOK 2,800 thousand to fund the professorships, NOK 1,000 thousand annually for eight years for a total of NOK 8,000 thousand to fund the research, NOK 1,450 thousand in January 2021 to fund the research positions and NOK 3,616 thousand to fund the doctoral and post-doctoral fellowships. As of December 31, 2020, the Company’s remaining commitments were NOK 1,925 thousand ($226 thousand), NOK 7,000 thousand ($820 thousand), NOK 1,450 thousand ($170 thousand) and NOK 731 thousand ($86 thousand) to fund the professorships, research, research positions, and doctoral and post-doctoral fellowships, respectively. All expenses related to these agreements are recognized as research and development costs within the consolidated statements of operations and comprehensive loss. On January 23, 2020, the Company entered into an agreement with the Nordland county municipality related to the mobilization of the battery factory in Mo i Rana. Under the agreement, the Company has committed to pay NOK 500 thousand per year over the next three years beginning in 2020. As of December 31, 2020, the Company’s remaining commitment was NOK 1,000 thousand ($117 thousand). All expenses related to this agreement are recognized as other operating expenses within the consolidated statements of operations and comprehensive loss. Contingent Liabilities — Litigation The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss with respect to loss contingencies for asserted legal and other claims. However, the outcome of litigation is inherently uncertain. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Fair Value Measurement | 6. Fair Value Measurement The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring basis according to the valuation techniques the Company uses to determine their fair value (in thousands): As of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Redeemable Preferred Shares $ — $ — $ 15,069 $ 15,069 Total fair value $ — $ — $ 15,069 $ 15,069 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Redeemable Preferred Shares $ — $ — $ 7,574 $ 7,574 Total fair value $ — $ — $ 7,574 $ 7,574 As of March 31, 2021 and December 31, 2020, the carrying value of all other financial assets and liabilities approximated their respective fair values. As of March 31, 2021 and December 31, 2020, the Company measured its redeemable preferred shares (the “preferred shares”) at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. The valuation of the preferred shares used assumptions and estimates that the Company believed would be made by a market participant in making the same valuation. The Company assessed these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates was obtained. Changes in the fair value of the preferred shares related to updated assumptions and estimates were recognized as a redeemable preferred shares fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. The preferred shares outstanding on March 31, 2021 and December 31, 2020 were valued using a scenario-based framework. Within each scenario, an income approach, specifically the discounted cash flow approach, was utilized based on the expected payoffs upon the conversion or redemption event, the estimated yield and the expected probability of occurrence, which management determined was a significant assumption. Using this approach, the Company determined that the fair value of the redeemable preferred shares was $15,069 thousand and $7,574 thousand as of March 31, 2021 and December 31, 2020, respectively. The Company noted that a change in the weighting of the expected forms of settlement would result in a change to the fair value ascribed to the redeemable preferred shares. See Note 7 — Redeemable Preferred Shares for further discussion on the preferred shares. During 2020, the Company issued the 2020 Convertible Notes, of which seven were issued to third-party investors and two were issued to related parties. The Company elected to apply the fair value option to the 2020 Convertible Notes at the time they were first recognized. On July 2, 2020 and July 8, 2020, the 2020 Convertible Notes were settled. Prior to settlement, the 2020 Convertible Notes were valued using a scenario-based framework. This analysis assumed two scenarios that were weighted based on the likelihood of occurrence, one in which a qualified financing event occurred and the other in which no qualified financing event occurred and the 2020 Convertible Notes were redeemed at maturity. On June 10, 2019, the Company entered into an agreement with a third-party investor (the “Investment Agreement”) to issue warrants in exchange for the investor funding cash investments in tranches to support the Company’s two battery projects for the period from the effective date of the agreement through September 30, 2021. The warrant liability was initially valued using a scenario-based framework that assumed varying levels of tranches of investments and the related equity valuation, which caused it to be classified as a Level 3 measurement within the fair value hierarchy. As of June 30, 2020, the Company measured its warrant liability using the indicated transaction price for the private placement that was finalized shortly after period end. This change in the valuation methodology was a result of the availability of inputs corroborated by an observable market transaction, which caused it to be classified as a Level 2 measurement within the fair value hierarchy. As of September 30, 2020, and through settlement on November 23, 2020, the Company measured the fair value of the warrant liability based on inputs corroborated by observable market transactions using the over-the-counter (“OTC”) trading price. The warrant liability was settled on November 23, 2020. The following table presents changes in the Level 3 instruments measured at fair value for the three months ended March 31, 2021 and 2020, respectively (in thousands): For the three months ended March 31, 2021 Redeemable 2020 preferred Convertible Warrant shares Notes liability Balance (beginning of period) $ 7,574 $ — $ — Additions 7,500 — — Fair value measurement adjustments (6) — — Foreign currency exchange effects 1 — — Balance (end of period) $ 15,069 $ — $ — For the three months ended March 31, 2020 Redeemable 2020 preferred Convertible Warrant shares Notes liability Balance (beginning of period) $ — $ — $ 93 Additions — 1,083 — Accrued interest — 8 — Fair value measurement adjustments — (24) 66 Foreign currency exchange effects — (107) (22) Balance (end of period) $ — $ 960 $ 137 | 8. Fair Value Measurement The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring basis according to the valuation techniques the Company uses to determine their fair value (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Redeemable preferred shares $ — $ — $ 7,574 $ 7,574 Total fair value $ — $ — $ 7,574 $ 7,574 As of December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Warrant liability $ — $ — $ 93 $ 93 Total fair value $ — $ — $ 93 $ 93 As of December 31, 2020 and 2019, the carrying value of all other financial assets and liabilities approximated their respective fair values. As of December 31, 2020 and 2019, the Company measured its redeemable preferred shares (the “preferred shares”) and warrant liability for the Investment Agreement Warrants, respectively, at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. The valuation of the preferred shares and warrant liability used assumptions and estimates that the Company believed would be made by a market participant in making the same valuation. The Company assessed these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates was obtained. Changes in the fair value of the preferred shares and warrant liability related to updated assumptions and estimates were recognized as a redeemable preferred shares fair value adjustment and warrant liability fair value adjustment, respectively, within the consolidated statements of operations and comprehensive loss. The preferred shares outstanding on December 31, 2020 were valued using a scenario-based framework. Within each scenario, an income approach, specifically the discounted cash flow approach, was utilized based on the expected payoffs upon the conversion or redemption event, the estimated yield and the expected probability of occurrence, which management determined was a significant assumption. Using this approach, the Company determined that the fair value of the redeemable preferred shares as of December 31, 2020 was $7,574 thousand. The Company noted that a change in the weighting of the expected forms of settlement would result in a change to the fair value ascribed to the redeemable preferred shares. See Note 9 — Redeemable Preferred Shares for further discussion on the preferred shares. No preferred shares were outstanding as of December 31, 2019. The 2020 Convertible Notes were settled on July 2, 2020 and July 8, 2020. See Note 6 — Convertible Debt for further information on the settlement of the 2020 Convertible Notes. Prior to settlement, the 2020 Convertible Notes were valued using a scenario-based framework. This analysis assumed two scenarios that were weighted based on the likelihood of occurrence, one in which a Qualified Financing Event occurred and the other in which no Qualified Financing Event occurred and the 2020 Convertible Notes were redeemed at maturity. The warrant liability outstanding on December 31, 2019 was valued using a scenario-based framework. This analysis assumed varying levels of tranches of investments and the related equity valuation. Given information that was known and knowable as of December 31, 2019, the scenario-based analysis was heavily weighted towards the low scenario, which estimated the equity value of the Company using the cost approach. Based on an assumed equity value of $5,850 thousand, a term of one year, and a risk-free rate of -0.62%, the Company determined that the fair value of the warrant liability as of December 31, 2019 was $93 thousand. The Company noted that a decrease or increase in the estimated equity value of the Company would result in a corresponding lower or higher estimated fair value ascribed to the warrant liability. As of June 30, 2020, the Company measured its warrant liability using the indicated transaction price for the private placement that was finalized shortly after period end. This change in the valuation methodology was a result of the availability of inputs corroborated by an observable market transaction, which caused it to be classified as a Level 2 measurement within the fair value hierarchy. As of September 30, 2020, and through settlement on November 23, 2020, the Company measured the fair value of the warrant liability based on inputs corroborated by observable market transactions using the over-the-counter (“OTC”) trading price. The warrant liability was settled on November 23, 2020 as a result of the Termination Agreement discussed in Note 5 — Warrant Liability. The outstanding warrant liability was valued prior to settlement based on the 3,992,792 Investment Agreement Warrants the investor was entitled to and the OTC share price of the Company’s ordinary share as of November 23, 2020. Pursuant to the Termination Agreement, the warrant liability was settled for EUR 309 thousand ($360 thousand) payable in cash and the issuance of 2,208,865 ordinary shares, for which the value was calculated based on the OTC share price of NOK 4.30 per ordinary share. The following table presents changes in the Level 3 warrant liability measured at fair value for the years ended December 31, 2020 and 2019, respectively (in thousands): For the year ended December 31, 2020 Redeemable 2020 Warrant preferred shares Convertible Notes liability Balance (beginning of year) $ — $ — $ 93 Additions 7,500 1,531 76 Accrued interest — 33 — Fair value measurement adjustments 70 201 233 Foreign currency exchange effects 4 — (6) Transfer to Level 2 — — (396) Settlements — (1,765) — Balance (end of year) $ 7,574 $ — $ — For the year ended December 31, 2019 Redeemable 2020 Warrant preferred shares Convertible Notes liability Balance (beginning of year) $ — $ — $ — Additions — — 1,229 Accrued interest — — — Fair value measurement adjustments — — (1,146) Foreign currency exchange effects — — 10 Transfer to Level 2 — — — Settlements — — — Balance (end of year) $ — $ — $ 93 |
Redeemable Preferred Shares
Redeemable Preferred Shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Redeemable Preferred Shares | 7. Redeemable Preferred Shares On November 11, 2020, 7,500,000 redeemable preferred shares were issued, each with a nominal value of NOK 0.01 per share for an aggregate subscription amount of NOK 71,529 thousand ($7,500 thousand) to two affiliates of Alussa in exchange for a cash contribution of $7,500 thousand (the “Preferred Share Preference Amount”). Each preferred share is entitled to a distribution equal to $1, before and in preference to any distribution on the Company’s ordinary shares. Subsequently, each preferred share is entitled to the same distribution per share as the Company’s ordinary shares. The holders of preferred shares are entitled to the same right as ordinary shareholders including one vote per share at the Company’s general meetings. Each preferred share contained automatic settlement features on the earlier of June 30, 2021 or a qualified transaction event. The Company also issued 92,500,000 warrants that were subscribed together with the preferred shares discussed above. Each exercisable warrant shall give the right to subscribe for one new ordinary share of the Company with a subscription price of NOK 0.01 per share (the “Warrant Contribution Amount”). No ordinary shares may be issued pursuant to the warrants unless and until the preferred shares issued are converted into ordinary shares. As such, the warrants are not separately exercisable from the preferred shares and are considered an embedded feature. On February 16, 2021, an additional 7,500,000 redeemable preferred shares were issued, each with a nominal value of NOK 0.01 per share for an aggregate subscription amount of NOK 64,081 thousand ($7,500 thousand) to three affiliates of Alussa in exchange for a Preferred Share Preference Amount of $7,500 thousand. Each preferred share is entitled to the same distribution and rights as the initial 7,500,000 redeemable preferred shares issued. Each preferred share contains automatic settlement features on the earlier of September 30, 2021 or a qualified transaction event. The shareholders also approved to change the date of the automatic settlement features for the initial 7,500,000 redeemable preferred shares from June 30, 2021 to September 30, 2021. If a qualified transaction event occurs no later than September 30, 2021, the preferred shares will be exchanged for an amount of ordinary shares and exercisable warrants based on the sum total of (a) the Preferred Share Preference Amount and (b) the Warrant Contribution Amount divided by the lowest price paid per share in the qualified transaction event. The Business Combination and PIPE Investment are expected to meet the definition of a qualified transaction event. See Note 1 — Business and Basis of Presentation for further information on the Business Combination and PIPE Investment. If the Company determines that a qualified transaction event will not occur before September 30, 2021, the Company may also redeem, at its option, all of the preferred shares for a payment in cash equal to 105% of the Preferred Share Preference Amount. Upon the redemption of the preferred shares, the warrants will be cancelled for no consideration. On September 30, 2021, if the qualified transaction event has not yet occurred and the Company has not redeemed the preferred shares, the preferred shares will be exchanged for an amount of ordinary shares and exercisable warrants based on the sum total of (a) the Preferred Share Preference Amount and (b) the Warrant Contribution Amount divided by a conversion price equal to 80% of the volume weighted average price per ordinary share during the 40 business days immediately preceding September 30, 2021. The Company determined that the preferred shares and warrants should be considered a single financial instrument and recognized as a liability within the condensed consolidated balance sheets. The liability is measured at fair value and will be subsequently remeasured at each reporting date with changes being recorded as a redeemable preferred shares fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. The fair value of the preferred shares and warrants was $15,069 thousand and $7,574 thousand as of March 31, 2021 and December 31, 2020, respectively. See Note 6 — Fair Value Measurement for further information on the preferred shares and warrants. | 9. Redeemable Preferred Shares On November 11, 2020, 7,500,000 redeemable preferred shares were issued, each with a nominal value of NOK 0.01 per share for an aggregate subscription amount of NOK 71,529 thousand ($7,500 thousand) to two affiliates of Alussa in exchange for a cash contribution of $7,500 thousand (the “Preferred Share Preference Amount”). Each preferred share is entitled to a distribution equal to $1, before and in preference to any distribution on the Company’s ordinary shares. Subsequently, each preferred share is entitled to the same distribution per share as the Company’s ordinary shares. The holders of preferred shares are entitled to the same right as ordinary shareholders including one vote per share at the Company’s general meetings. Each preferred share initially contained automatic settlement features on the earlier of June 30, 2021 or a qualified transaction event. On February 16, 2021, the shareholders approved to change the date of the automatic settlement features from June 30, 2021 to September 30, 2021. The Company also issued 92,500,000 warrants that were subscribed together with the preferred shares discussed above. Each exercisable warrant shall give the right to subscribe for one new ordinary share of the Company with a subscription price of NOK 0.01 per share (the “Warrant Contribution Amount”). No ordinary shares may be issued pursuant to the warrants unless and until the preferred shares issued are converted into ordinary shares. As such, the warrants are not separately exercisable from the preferred shares and are considered an embedded feature. If a qualified transaction event occurs no later than September 30, 2021, the preferred shares will be exchanged for an amount of ordinary shares and exercisable warrants based on the sum total of (a) the Preferred Share Preference Amount and (b) the Warrant Contribution Amount divided by the lowest price paid per share in the qualified transaction event. The Business Combination and PIPE Investment are expected to meet the definition of a qualified transaction event. See Note 16 — Subsequent Events for further information on the Business Combination and PIPE Investment. If the Company determines that a qualified transaction event will not occur before September 30, 2021, the Company may also redeem, at its option, all of the preferred shares for a payment in cash equal to 105% of the Preferred Share Preference Amount. Upon the redemption of the preferred shares, the warrants will be cancelled for no consideration. On September 30, 2021, if the qualified transaction event has not yet occurred and the Company has not redeemed the preferred shares, the preferred shares will be exchanged for an amount of ordinary shares and exercisable warrants based on the sum total of (a) the Preferred Share Preference Amount and (b) the Warrant Contribution Amount divided by a conversion price equal to 80% of the volume weighted average price per ordinary share during the 40 business days immediately preceding September 30, 2021. The Company determined that the preferred shares and warrants should be considered a single financial instrument and recognized as a liability within the consolidated balance sheets. The liability is measured at fair value and will be subsequently remeasured at each reporting date with changes being recorded as a redeemable preferred shares fair value adjustment within the consolidated statements of operations and comprehensive loss. As of December 31, 2020, the fair value of the preferred shares and warrants is $7,574 thousand. See Note 8 — Fair Value Measurement for further information on the preferred shares and warrants. |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Shareholders' Equity (Deficit) | 8. Shareholders’ Equity (Deficit) As of March 31, 2021, the Company had ordinary shares with share capital of NOK 2,092 thousand ($238 thousand) comprising 209,196,827 shares at a nominal value of NOK 0.01 per share with NOK 181,055 thousand ($19,562 thousand) in additional paid-in capital. As of December 31, 2020, the Company had ordinary shares with share capital of NOK 2,092 thousand ($238 thousand) comprising 209,196,827 shares at a nominal value of NOK 0.01 per share with NOK 141,380 thousand ($14,945 thousand) in additional paid-in capital. The holders of ordinary shares are entitled to receive dividends as and when declared and are entitled to one vote per share at the Company’s general meetings. | 10. Shareholders’ Equity (Deficit) As of December 31, 2020, the Company has ordinary shares with share capital of NOK 2,092 thousand ($238 thousand) comprising 209,196,827 shares at a nominal value of NOK 0.01 per share with NOK 141,380 thousand ($14,945 thousand) in additional paid-in capital. As of December 31, 2019, the Company had share capital of NOK 1,187 thousand ($143 thousand) comprised 118,700,000 shares at a nominal value of NOK 0.01 per share with NOK 1,690 thousand ($192 thousand) in additional paid-in capital. The holders of ordinary shares are entitled to receive dividends as and when declared and are entitled to one vote per share at the Company’s general meetings. Transactions Related to Ordinary Shares On May 22, 2020, 5,239,777 ordinary shares, each with a nominal value of NOK 0.01 per share and consideration of NOK 1.91 per share, were issued to the municipality of Rana in exchange for an investment totaling NOK 10,000 thousand ($1,000 thousand) in accordance with a shareholder and investment agreement entered into on May 15, 2020 (the “Rana Agreement”). Issuance costs of NOK 53 thousand ($5 thousand) were netted against the proceeds received. On July 8, 2020, as a result of a qualified financing event in which the Company issued shares with consideration of at least NOK 50,000 thousand at an average price that was less than the transaction price of the Rana Agreement, an additional 1,426,890 ordinary shares were issuable to the municipality of Rana. These additional shares had a nominal value of NOK 0.01 per share and were issued for total consideration of NOK 14 thousand ($2 thousand). On July 8, 2020, 71,648,042 ordinary shares were issued in a private placement for proceeds received of NOK 107,472 thousand ($11,348 thousand). Issuance costs of NOK 7,518 thousand ($794 thousand) were netted against the proceeds received. In connection with the private placement and as discussed in Note 6 — Convertible Debt, 11 lenders exchanged their convertible debt for 9,973,253 ordinary shares in accordance with the agreements for the 2018 Convertible Notes and 2020 Convertible Notes. On December 18, 2020, 2,208,865 ordinary shares, each with a nominal value of NOK 0.01 per share, were issued to a third-party investor as part of the settlement and termination of the Investment Agreement discussed in Note 5 — Warrant Liability. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Share-Based Compensation | 9. Share-Based Compensation Employee Awards The Company has an Incentive Stock Option Plan (the “2019 Plan”) issued on September 11, 2019. According to the 2019 Plan, options or warrants may be granted to eligible employees, and a total of 5,000,000 ordinary shares may be issued pursuant to the exercise of options and warrants granted. On December 1, 2020, the board of directors approved to increase the amount of ordinary shares to be issued under the 2019 plan by 5,000,000 ordinary shares. As of March 31, 2021, the Company has issued offer letters to 31 employees under the 2019 Plan. Each offer letter provides a grant schedule including the number of options or warrants to be granted on each grant date, the vesting date and the exercise period of the options. For 28 of the employees, the options or warrants will be granted on a quarterly basis over a two-year period and can be exercised at the earliest three years and at the latest five years after the date of the first legal grant date. The options granted to three of the Company’s executives vest based on service-based conditions for a portion of the awards and upon service-based conditions and the achievement of a liquidity-event-driven performance condition. In the event of a change of control, defined as a corporate transaction involving 50% or more of the combined voting power of the equity interests in the Company, the stock options and warrants and performance stock options and warrants already granted or earmarked for an employee’s first year of employment will vest immediately, given that the employee’s employment contract has not been terminated. In accordance with ASC 718, Stock-Based Compensation On January 29, 2021, the Company entered into the BCA, which was simultaneously approved by the board of directors. See Note 1 — Business and Basis of Presentation for further information on the BCA and respective Business Combination. Pursuant to the BCA, the exercise prices for certain employee awards that were not previously known were established. As such, a grant date for accounting purposes was achieved for these employee awards as there was a mutual understanding of the terms and conditions. However, the board of directors does not have the requisite authorization to settle the equity awards in ordinary shares. As such, the employee awards were initially treated as cash-settled liability awards as of January 29, 2021. On February 16, 2021, the share settlement of the employee awards was approved by the Company’s shareholders at an extraordinary general meeting, and as a result, the awards were reclassified from liability to equity. On February 16, 2021, the share-based compensation liability of $38 thousand recognized in other long-term liabilities as of December 31, 2020 related to these employee awards was reclassified to equity. In addition to establishing a mutual understanding of the key terms and conditions for certain employee awards, the BCA also established a performance condition that will adjust the exercise price of certain options and warrants upon the close of the Business Combination. As a result, the total cumulative share-based compensation expense to be recognized for the employee awards will be based on the fair value of the awards estimated at the grant date for the condition or outcome that is actually satisfied, that is, the service-based condition or the liquidity-event-driven performance condition. Share-based compensation expense has not been recognized for awards that will only vest upon on the achievement of the close of the transaction or an alternative liquidity event as these events are not considered probable as of March 31, 2021. Share-based compensation expense is recognized as general and administrative expense within the condensed consolidated statements of operations and comprehensive loss. The following table sets forth the activity relating to the employee awards outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise price contractual life intrinsic March 31, 2021 Number (NOK) (years) value Awards outstanding at beginning of period 375,000 1.50 4.75 $ 365 Awards granted 2,454,583 3.87 4.47 $ 2,704 Awards outstanding at end of period 2,829,583 3.56 4.47 $ 3,068 Awards exercisable at end of period — — — $ — The following table sets forth the activity relating to performance employee awards outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise price contractual life intrinsic March 31, 2021 Number (NOK) (years) value Performance awards outstanding at beginning of period 625,000 1.50 4.75 $ 608 Performance awards granted 2,291,667 4.04 4.69 2,577 Performance awards outstanding at end of period 2,916,667 3.49 4.65 $ 3,185 Performance awards exercisable at end of period — — — $ — Assumptions used to determine the fair value of employee awards and performance employee awards using the Black-Scholes-Merton option pricing model are as follows: For the three months ended March 31, 2021 Range of Assumptions Grant date fair value per warrant or option $ 1.13 — $ 2.00 Valuation assumptions: Expected term (years) 4.12 — 4.88 Expected volatility 45.50 % — 46.93 % Expected dividend yield 0.00 % — 0.00 % Risk-free interest rate (0.66) % — (0.63) % The expected option and warrant terms were calculated using the remaining contractual term as the employee awards and performance employee awards were deeply in-the-money as of the valuation date. The expected volatilities were derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected terms of the share-based awards. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rates were based on the AAA-Rated Euro Area Central Government Bond Yields. Compensation expense recorded for the three months ended March 31, 2021 for the employee awards was $376 thousand. As of March 31, 2021, unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the 2019 Plan was $4,532 thousand. The expense is expected to be fully recognized over a period of 2.45 years. As noted above, the final measure of compensation expense for the employee awards will be based on the amount estimated at the grant date for the condition or outcome that is actually achieved. Upon the close of the Business Combination, 5,649,792 options and warrants will vest with a weighted-average grant date fair value of $1.65 per option or warrant as of February 16, 2021. No compensation expense was recorded for the three months ended March 31, 2020. Nonemployee Awards — Related Party On March 1, 2019, the Company entered into a consulting agreement with EDGE Global LLC (“EDGE”) for the Company’s CEO and Chief Commercial Officer (“CCO”) to be hired in to perform certain services related to leadership, technology selection and operational services (the “2019 EDGE Agreement”). Per the 2019 EDGE Agreement, the Company agreed to issue 8,315,902 warrants to EDGE equaling 6.5% of the total outstanding shares of the Company as of the effective date of the 2019 EDGE Agreement. On July 8, 2020, the Company resolved to issue 8,315,902 warrants to EDGE under the 2019 EDGE Agreement upon the consummation of a New Capital Raise as defined in the 2019 EDGE Agreement. The warrants may be exercised at the latest of May 15, 2024. Each warrant shall give the right to subscribe for one new ordinary share of the Company with a subscription price of NOK 1.44 per share. On September 1, 2020, the Company amended the 2019 EDGE Agreement, effective as of July 1, 2020 (the “2020 EDGE Agreement”). This amendment extended the term of the 2019 EDGE agreement to December 31, 2021, and also set forth the new terms and conditions governing EDGE’s engagement with the Company. Under the 2020 EDGE Agreement, the Company agreed to issue 3,838,401 warrants to EDGE. The warrants will vest over an eighteen-month graded vesting period and expire on September 30, 2025. Each warrant provided the right to subscribe for one new ordinary share of the Company with a subscription price of NOK 1.50 per share. On September 25, 2020, the board approved the modification of the subscription price to be NOK 1.85 per share. On October 6, 2020, the issuance of warrants was approved by the Company’s shareholders at the extraordinary general meeting reclassifying the award from a liability to equity after which the fair value of the award was no longer remeasured. The following table sets forth the activity relating to warrants outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise contractual life intrinsic March 31, 2021 Number price (NOK) (years) value Warrants outstanding at beginning of period 12,154,303 1.57 3.81 $ 11,724 Warrants granted — — — — Warrants outstanding at end of period 12,154,303 1.57 3.56 $ 16,012 Warrants exercisable at end of period 10,235,110 1.52 3.38 $ 13,547 Assumptions used to determine the fair value of warrants under the EDGE Agreements using the Black-Scholes-Merton option pricing model are as follows: July 8, October 6, 2020 2020 Grant date fair value per warrant $ 0.05 $ 0.07 Valuation assumptions: Expected term (years) 4.00 2.80 Expected volatility 43.29 % 43.10 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate (0.65) % (0.71) % The expected term was calculated using the simplified method based on the warrants vesting term and contractual terms as there was not sufficient relevant historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The expected volatility was derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the share-based grants. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rate was based on the AAA-Rated Euro Area Central Government Bond Yields. The fair value of warrants related to the EDGE Agreement which vested during the three months ended March 31, 2021 was $46 thousand. No warrants vested during the three months ended March 31, 2020. Compensation expense recorded for the three months ended March 31, 2021 for the warrants was $46 thousand. As of March 31, 2021, unrecognized compensation expense related to non-vested share-based compensation arrangements granted for the nonemployee awards was $137 thousand. The expense is expected to be fully recognized over 0.75 years. No compensation expense was recorded for the three months ended March 31, 2020. See Note 12 — Related Party Transactions for further information on the non-equity-based compensation arrangements pursuant to the consulting agreements between the Company and EDGE. Nonemployee Awards On December 4, 2020, the Company entered into an agreement with a third-party service provider for its support in initiating and enabling high-level discussions with Japanese technology providers with the purpose of entering into license agreements. In accordance with the agreement, the Company planned to issue 2,308,526 warrants as payment-in-kind. Per the agreement, the warrants vest immediately and may be exercised at any time with the latest being September 30, 2023. As of December 31, 2020, as the warrants had yet to be approved by the shareholders, they were treated as cash-settled liability awards. Until the share issuance is approved by the shareholders, the third-party service provider retains a put option to demand cash payment in the amount of EUR 375 thousand ($427 thousand), which was recognized as accrued share-based compensation expense within accrued liabilities in the Company’s condensed consolidated balance sheets as of December 31, 2020. On February 16, 2021, the Company’s shareholders resolved to issue the 2,308,526 warrants with an exercise price of NOK 0.01. On March 8, 2021, the warrants were subscribed for by the third-party service provider, and as the put option was no longer in the control of the third-party service provider, the warrants were reclassified from liability to equity and remeasured to the fair value on the date of subscription. As part of this reclassification, the share-based compensation liability of $460 thousand recognized in accrued liabilities as of December 31, 2020 was reclassified to equity. The following table sets forth the activity relating to warrants outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise price contractual life intrinsic March 31, 2021 Number (NOK) (years) value Warrants outstanding at beginning of period 2,308,526 0.01 2.75 $ 2,649 Warrants granted — — — — Warrants outstanding at end of period 2,308,526 0.01 2.50 $ 3,464 Warrants exercisable at end of period 2,308,526 0.01 2.50 $ 3,464 Assumptions used to determine the fair value of warrants using the Black-Scholes-Merton option pricing model are as follows: March 8, 2021 Grant date fair value per warrant $ 1.82 Valuation assumptions: Expected term (years) 3.00 Expected volatility 49.80 % Expected dividend yield 0.00 % Risk-free interest rate (0.66) % The expected term is the contractual term per the agreement between the Company and the third-party service provider. The expected volatility was derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the options. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rate was based on the AAA-Rated Euro Area Central Government Bond Yields as well, as US Treasury Rates. The fair value of the warrants issued to the third-party service provider which vested during the three months ended March 31, 2021 was $4,200 thousand. No warrants vested during the three months ended March 31, 2020. Compensation expense recorded for the three months ended March 31, 2021 for the warrants was $3,739 thousand. As of March 31, 2021, all compensation expense was recognized related to the share-based compensation arrangement. There was no compensation expense recorded for the three months ended March 31, 2020. | 11. Share-Based Compensation Employee Awards The Company has an Incentive Stock Option Plan (the “2019 Plan”) issued on September 11, 2019. According to the 2019 Plan, options may be granted to eligible employees, and a total of 5,000,000 ordinary shares may be issued pursuant to the exercise of options granted. On December 1, 2020, the board of directors approved to increase the amount or ordinary shares to be issued under the 2019 plan by 5,000,000. As of December 31, 2020, the Company has issued offer letters to 22 employees under the 2019 Plan. Each offer letter provides a grant schedule including the number of options to be granted on each grant date, the vesting date and the exercise period of the options. For 21 of the employees, the options will be granted on a quarterly basis over a two-year period and can be exercised at the earliest three years and at the latest five years after the date of the first legal grant date. The options granted to the Company’s Chief Financial Officer (“CFO”) will cliff vest, while the performance options will vest based on a liquidity-event-based performance condition. In the event of a change of control, defined as a corporate transaction involving 50% or more of the combined voting power of the equity interests in the Company, the stock options and performance stock options already granted or earmarked for an employee’s first year of employment will vest immediately, given that the employee’s employment contract has not been terminated. In accordance with ASC 718, Stock-Based Compensation, the grant date should be the date at which an employer and an employee reach a mutual understanding of the key terms and conditions of a share-based payment award. In addition, individual awards that are subject to approval by the board of directors, management, or both are not deemed to be granted until all such approvals are obtained. At board meetings on July 1, 2020 and September 2, 2020, the Company resolved to issue 900,000 options and 1,360,000 options, respectively, to its employees under the 2019 Plan. However, as of December 31, 2020, the exercise prices of these options have not been determined by the board of directors and there is not a mutual understanding of the terms and conditions of the awards, except for the options granted to the CFO. As a result, a grant date for accounting purposes has been achieved only for the options granted to the CFO. As the board does not have the authorization to issue shares and settle the options in equity without shareholder approval, the options granted to the CFO will be treated as cash-settled liability awards until approved by the shareholders. The stock options and performance stock options were granted to the CFO with an exercise price of NOK 1.50 per share. The stock options cliff vest on October 1, 2023 and expire on September 30, 2025. The performance stock options vest on liquidity events, i.e., the close of funding for the first two facilities, that are not considered probable as of December 31, 2020 as the liquidity events have not yet occurred. The following table sets forth the activity relating to stock options outstanding for the year ended December 31, 2020 (aggregate intrinsic value in thousands): Weighted average Weighted remaining average exercise contractual life Aggregate For the year ended December 31, 2020 Number price (NOK) (years) intrinsic value Options outstanding at beginning of year — — Options granted 375,000 1.50 Options outstanding at end of year 375,000 1.50 4.75 $ 365 Options exercisable at end of year — — — $ — The following table sets forth the activity relating to performance stock options outstanding for the year ended December 31, 2020 (aggregate intrinsic value in thousands): Weighted average Weighted remaining average exercise contractual life Aggregate For the year ended December 31, 2020 Number price (NOK) (years) intrinsic value Performance options outstanding at beginning of year — — Performance options granted 625,000 1.50 Performance options outstanding at end of year 625,000 1.50 4.75 $ 608 Performance options exercisable at end of year — — — $ — Assumptions used to determine the fair value of options and performance options granted to the CFO using the Black-Scholes-Merton option pricing model are as follows: As of December 31, 2020 Fair value per option $ 0.97 Valuation assumptions Expected option term (years) 4.75 Expected volatility 45.70 % Expected dividend yield 0.00 % Risk-free interest rate (0.73) % The expected option term was calculated using the remaining contractual term as the options and performance options were deeply in-the-money as of the valuation date. The expected volatility was derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the share-based grants. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rate was based on the AAA-Rated Euro Area Central Government Bond Yields. Compensation expense recorded for the year ended December 31, 2020 for the stock options was $35 thousand. As of December 31, 2020, unrecognized compensation expense related to non-vested stock-based compensation arrangements granted under the 2019 Plan was $326 thousand. The expense is expected to be fully recognized over a period of 2.75 years. Nonemployee Awards — Equity Classified On October 15, 2018, the Company entered into a consulting agreement with EDGE Global LLC (“EDGE”) for the Company’s CEO and Chief Commercial Officer (“CCO”) to perform certain services related to leadership, technology selection and operational services (the “2018 EDGE Agreement”). Under the 2018 EDGE Agreement, the Company would issue EDGE options equaling 2% of the total outstanding ordinary shares of the Company on a fully diluted basis prior to January 31, 2019. In addition, upon completion of certain debt or equity transactions meeting specified thresholds, the Company agreed to issue options equaling 5% of the total outstanding ordinary shares of the Company on a fully diluted basis to EDGE. The terms and conditions under the 2018 EDGE Agreement were subsequently superseded by a new consulting agreement entered into between the Company and EDGE on November 1, 2018 (the “New 2018 EDGE Agreement”). The options under the 2018 EDGE agreement were not approved by the board of directors and an exercise price for the options was not determined. There were no options issued to EDGE under the 2018 EDGE Agreement. Per the New 2018 EDGE Agreement, the Company agreed to issue options equaling 12.5% of the total outstanding ordinary shares of the Company on a fully diluted basis. The exercise price of the options was not set and there was no mutual understanding of the key terms of the arrangement prior to the New 2018 EDGE Agreement being superseded by a new consulting agreement entered into between the Company and EDGE on March 1, 2019 (the “2019 EDGE Agreement”). No options were issued to EDGE under the New 2018 EDGE Agreement. Per the 2019 EDGE Agreement, the Company agreed to issue 8,315,902 warrants to EDGE equaling 6.5% of the total outstanding shares of the Company as of the effective date of the 2019 EDGE Agreement. On July 8, 2020, the Company resolved to issue 8,315,902 warrants to EDGE under the 2019 EDGE Agreement upon the consummation of a New Capital Raise as defined in the 2019 EDGE Agreement. The warrants may be exercised at the latest of May 15, 2024. Each warrant shall give the right to subscribe for one new ordinary share of the Company with a subscription price of NOK 1.44 per share. On September 1, 2020, the Company amended the 2019 EDGE Agreement, effective as of July 1, 2020 (the “2020 EDGE Agreement”). This amendment extended the term of the 2019 EDGE agreement to December 31, 2021, and also set forth the new terms and conditions governing EDGE’s engagement with the Company. Under the 2020 EDGE Agreement, the Company agreed to issue 3,838,401 warrants to EDGE. The warrants will vest over an eighteen-month graded vesting period and expire on September 30, 2025. Each warrant provided the right to subscribe for one new ordinary share of the Company with a subscription price of NOK 1.50 per share. On September 25, 2020, the board approved the modification of the subscription price to be NOK 1.85 per share. On October 6, 2020, the issuance of warrants was approved by the Company’s shareholders at the extraordinary general meeting reclassifying the award from a liability to equity after which the fair value of the award is no longer remeasured. The following table sets forth the activity relating to warrants outstanding for the year ended December 31, 2020 (aggregate intrinsic value in thousands): Weighted average Weighted remaining average exercise contractual life Aggregate For the year ended December 31, 2020 Number price (NOK) (years) intrinsic value Warrants outstanding at beginning of year — — Warrants granted 12,154,303 1.57 Warrants outstanding at end of year 12,154,303 1.57 3.81 $ 11,724 Warrants exercisable at end of year 9,595,374 1.49 3.56 $ 9,340 Assumptions used to determine the fair value of warrants under the EDGE Agreements using the Black-Scholes-Merton option pricing model are as follows: July 8, October 6, 2020 2020 Grant date fair value per warrant $ 0.05 $ 0.07 Valuation assumptions Expected term (years) 4.00 2.80 Expected volatility 43.29 % 43.10 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate (0.65) % (0.71) % The expected term is calculated using the simplified method based on the warrants vesting term and contractual terms as there was not sufficient relevant historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The expected volatility was derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the share-based grants. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rate was based on the AAA-Rated Euro Area Central Government Bond Yields. Compensation expense recorded for the year ended December 31, 2020 for the warrants was $535 thousand. As of December 31, 2020, unrecognized compensation expense related to non-vested stock-based compensation arrangements granted for the nonemployee awards was $183 thousand. The expense is expected to be fully recognized over one year. Additionally, the two founders of the Company (the “Founders”) agreed to sell to EDGE shares currently owned by the Founders equaling 14.5% of the total outstanding ordinary shares of the Company on a fully diluted basis at NOK 0.01 per share. On May 20, 2019, the Founders entered into a purchase agreement with EDGE (the “Stock Purchase Agreement”) pursuant to the 2019 EDGE Agreement, and EDGE purchased 18,550,858 ordinary shares with a value of NOK 0.10 per share from the Founders. The ordinary shares sold to EDGE under the Stock Purchase Agreement represented share-based compensation to EDGE in exchange for services, as they were specified as part of the total service fees pursuant to the 2019 EDGE Agreement and sold to EDGE at a discount (i.e., at the par value of the ordinary shares). For the year ended December 31, 2019, the Company recognized $192 thousand of share-based compensation expense, which was calculated based on the difference between the fair value and the purchase price multiplied by the number of ordinary shares purchased by EDGE. See Note 14 — Related Party Transactions for further information on the non-equity-based compensation arrangements pursuant to the consulting agreements between the Company and EDGE. Nonemployee Awards – Liability Classified On December 4, 2020, the Company entered into an agreement with a third-party service provider for its support in initiating and enabling high-level discussions with Japanese technology providers with the purpose of entering into license agreements. The Company plans to issue 2,308,526 warrants as payment-in-kind. The warrants will vest immediately and may be exercised at any time with the latest being September 30, 2023. As the warrants have yet to be approved by the shareholders, they will be treated as cash-settled liability awards until approved by the shareholders. Until the share issuance is approved by the shareholders, the third-party service provider retains a put option to demand cash payment in the amount of EUR 375 thousand ($427 thousand) recognized as accrued share-based compensation expense within accrued liabilities in the Company’s consolidated balance sheet. Once approved by the shareholders, the warrants will be remeasured to fair value and reclassified from a liability to equity. On February 16, 2021, the Company’s shareholders resolved to issue the 2,308,526 warrants with an exercise price of NOK 0.01. Compensation expense recorded for the year ended December 31, 2020 for the warrants was $427 thousand. |
Government Grants
Government Grants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Government Grants | 10. Government Grants On February 12, 2021, the Company was awarded a grant for research, development and innovation in environmental technology. The grant was awarded to assist with the costs incurred associated with employees and staff, contract research and consultants, overhead and operating expenses and intellectual property, patents and licenses. The grant is paid out in three installments based on meeting certain milestones in the agreement, in which the last milestone is payable after the final project report is approved. The grant is subject to meeting certain business size thresholds and conditions, such as documenting and supporting costs incurred, obtaining a third-party attestation of the Company’s related records and implementing policies that demonstrate good corporate governance. For the portion of any grant received for which costs have not yet been either incurred or supported through the appropriate documentation, the Company recognizes deferred income in the condensed consolidated balance sheets. Although the first milestone was met during the three months ended March 31, 2021, the appropriate documentation of the financing of project costs and third-party attestation had not yet occurred. As such, for the three months ended March 31, 2021, the Company recognized $1,372 thousand as deferred income in the condensed consolidated balance sheets. On March 1, 2021, the Company was awarded a grant for the development and construction of the pilot plant in Mo i Rana, Norway. The grant was awarded to assist with the costs incurred associated with payroll, rent and depreciation, research and development costs, costs directly related to the production of the pilot and other operating expenses. The grant is paid in arrears upon request based on progress and accounting reports with the last milestone becoming payable after the final project report is approved. The grant is subject to achieving successful financing of the pilot plant and other conditions, such as documenting and supporting costs incurred and obtaining a third-party attestation of the Company’s related records. For the three months ended March 31, 2021, the Company had not yet satisfied the requirements and thus did not recognize any income within the condensed consolidated statements of operations and comprehensive loss. | 12. Government Grants On September 4, 2018, the Company was awarded a grant for research, development and innovation. The grant was awarded to assist with the costs incurred associated with employees and staff, contract research and overhead and operating expenses. The grant is paid out in three installments based on meeting certain milestones in the agreement, in which the last milestone is payable after the final project report is approved. The second milestone was met during the year ended December 31, 2019 and the third milestone was met during the year ended December 31, 2020 with $138 thousand and $41 thousand, respectively, recognized as other income within the consolidated statements of operations and comprehensive loss. On March 5, 2020, the Company was awarded an additional grant for research, development and innovation. Similar to the grant awarded in 2018, the 2020 grant is paid out in three installments based on meeting certain milestones in the agreement, in which the last payment milestone is payable after the final project report is approved. All milestones were met during the year ended December 31, 2020 and $747 thousand was recognized as other income within the consolidated statements of operations and comprehensive loss. |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Income Taxes | 11. Income Taxes The Company has no provision for income taxes for the three months ended March 31, 2021 and 2020. The Company has no current tax expense, as a result of historical losses, and has no current deferred tax expense, as a result of the valuation allowance against its deferred tax assets. Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based upon the available evidence, which includes the Company’s historical operating performance, cumulative net losses and projected future losses, the Company has recognized a valuation allowance against its deferred tax assets. The Company’s valuation allowance increased by $1,701 thousand and $187 thousand for the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2021 and 2020, the Company had net operating loss carryforwards of approximately $19,882 thousand and $2,911 thousand, respectively. These net operating loss carryforwards can be carried forward by the Company indefinitely. As of March 31, 2021 and December 31, 2020, the Company recorded $4,097 thousand and $2,397 thousand, respectively, in valuation allowance against the deferred tax assets. Any difference between the valuation allowance noted here and the change in valuation allowance noted above is due to foreign currency translation differences. The Company records unrecognized tax benefits in accordance with ASC 740-10, Income Taxes uncertain tax positions taken or expected to be taken in the Company’s income tax return. In accordance with the guidance, the Company did not have any unrecognized tax benefits as of March 31, 2021 and December 31, 2020. A reconciliation of the effective rate of tax and tax rate in the Company’s country of registration, Norway, (in thousands, except percentages): For the three months ended March 31, 2021 2020 Pretax net loss $ (11,887) $ (895) Statutory tax rate 22 % 22 % Income taxes calculated at statutory tax rate $ (2,615) $ (197) Changes in valuation allowance 1,701 187 Permanent tax items 914 10 Effect of change in exchange rate — — Effect of change in tax rate — — Tax expense $ — $ — Effective rate of tax 0 % 0 % Deferred taxes result from temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities. As of March 31, 2021 and December 31, 2020, the Company had no net deferred tax asset. The principal components of the deferred tax assets and liabilities are summarized as follows (in thousands): As of As of March 31, December 31, 2021 2020 Deferred tax assets Tax losses carryforwards $ 4,374 $ 2,494 Accruals and provisions for liabilities — — Total deferred tax assets before valuation allowance 4,374 2,494 Valuation allowance (4,097) (2,397) Total deferred tax assets 277 97 Deferred tax liabilities Property and equipment 3 2 Prepayment and deferred income 274 95 Total deferred tax liabilities 277 97 Net deferred tax asset $ — $ — | 13. Income Taxes The Company has no provision for income taxes for the years ended December 31, 2020 and 2019. The Company has no current tax expense, as a result of historical losses, and has no current deferred tax expense, as a result of the valuation allowance against its deferred tax assets. Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based upon the available evidence, which includes the Company’s historical operating performance, cumulative net losses and projected future losses, the Company has recognized a valuation allowance against its deferred tax assets. The Company’s valuation allowance increased by $1,728 thousand and $468 thousand for the years ended December 31, 2020 and 2019, respectively. For the years ended December 31, 2020 and 2019, the Company had net operating loss carryforwards of approximately $11,336 thousand and $2,255 thousand, respectively. These net operating loss carryforwards can be carried forward by the Company indefinitely. As of December 31, 2020 and 2019, the Company recorded $2,397 thousand and $485 thousand, respectively, in valuation allowance against the deferred tax assets. Any difference between the valuation allowance noted here and the change in valuation allowance noted above is due to foreign currency translation differences. The Company records unrecognized tax benefits in accordance with ASC 740-10, Income Taxes. ASC 740-10 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return. In accordance with the guidance, the Company did not have any unrecognized tax benefits as of December 31, 2020 and 2019. A reconciliation of the effective rate of tax and tax rate in the Company’s country of registration, Norway, (in thousands, except percentages): For the year ended December 31, 2020 2019 Pretax net loss $ (9,605) $ (1,201) Statutory tax rate 22 % 22 % Income taxes calculated at statutory tax rate $ (2,113) $ (264) Changes in valuation allowance 1,728 468 Permanent tax items 385 (205) Effect of change in exchange rate — — Effect of change in tax rate — 1 Tax expense $ — $ — Effective rate of tax 0 % 0 % Deferred taxes result from temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities. As of December 31, 2020 and 2019, the Company had no net deferred tax asset. The principal components of the deferred tax assets and liabilities are summarized as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets Tax losses carryforwards $ 2,494 $ 496 Accruals and provisions for liabilities — — Total deferred tax assets before valuation allowance 2,494 496 Valuation allowance (2,397) (485) Total deferred tax assets 97 11 Deferred tax liabilities Property and equipment 2 1 Prepayment and deferred income 95 10 Total deferred tax liabilities 97 11 Net deferred tax asset $ — $ — |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Related Party Transactions | 12. Related Party Transactions Accounts payable and accrued liabilities — related party as of March 31, 2021 and December 31, 2020, consisted of the following (in thousands): As of As of March 31, December 31, 2021 2020 Accounts payable $ 362 $ 320 Accrued professional and legal fees 119 — Accrued other operating costs — 2 Total accounts payable and accrued liabilities – related party $ 481 $ 322 Consulting Agreements The 2019 EDGE Agreement provided that the Company shall pay EDGE a monthly retainer fee. See Note 9 — Share Based Compensation for further discussion on the option agreements between the Company and EDGE. Furthermore, the Company agreed to make certain milestone payments to EDGE based on the closing of certain additional financing rounds as defined within the 2019 EDGE Agreement. The 2019 EDGE Agreement was superseded on September 1, 2020 by the 2020 EDGE Agreement which extended the term of the 2019 EDGE agreement to December 31, 2021 and set forth the new terms and conditions governing EDGE’s engagement with the Company. Under the 2020 EDGE Agreement, the monthly cash retainer was adjusted to $40 thousand and EDGE was entitled to a discretionary annual cash bonus in 2020 up to 30% of the total amount of the monthly cash retainer. However, at its discretion, the Company decided not to pay the annual cash bonus. In addition, EDGE was eligible for 30% of the Company’s targeted management bonus pool of NOK 25,000 thousand ($2,000 thousand), which the Company intends to establish to reward management’s efforts upon the successful close of the financing of the battery facility prior to June 30, 2021. On January 18, 2021, the board resolved to terminate the 2020 EDGE Agreement and enter into individual contracts, subject to the closing of the Business Combination. Pursuant to the termination, EDGE will no longer be eligible to participate in the Company’s targeted management bonus pool. The expenses incurred in relation to the consulting services provided for the three months ended March 31, 2021 and 2020 were $130 thousand and $127 thousand, respectively. These expenses are recognized as general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss. The unpaid amount of $6 thousand and $42 thousand was recognized in accounts payable and accrued liabilities — related party as of March 31, 2020 and December 31, 2020, respectively. In 2020, the Company entered into a framework agreement with Metier OEC, which provides for consulting services. The CEO of Metier OEC is the brother of the Executive Vice President Projects of the Company. The expenses incurred in relation to the consulting services provided for the three months ended March 31, 2021 and 2020 were $1,168 thousand and $77 thousand, respectively. These expenses are recognized as other operating expenses within the condensed consolidated statements of operations and comprehensive loss. The unpaid amount of $475 thousand and $280 thousand was recognized in accounts payable and accrued liabilities — related party as of March 31, 2021 and December 31, 2020, respectively. Convertible Debt During the three months ended March 31, 2020, the Company issued two related party 2020 Convertible Notes. See Note 6 — Fair Value Measurement for further discussion. | 14. Related Party Transactions Accounts payable and accrued liabilities – related party as of December 31, 2020 and 2019, consisted of the following (in thousands): As of December 31, 2020 2019 Accounts payable $ 320 $ 31 Accrued professional and legal fees — 21 Accrued other operating costs 2 20 Accrued interest — 3 Total accounts payable and accrued liabilities – related party $ 322 $ 75 Consulting Agreements The 2019 EDGE Agreement provided that the Company shall pay EDGE a monthly retainer fee. See Note 11 — Share Based Compensation for further discussion on the option agreements between the Company and EDGE. Furthermore, the Company agreed to make certain milestone payments to EDGE based on the closing of certain additional financing rounds as defined within the 2019 EDGE Agreement. The 2019 EDGE Agreement was superseded on September 1, 2020 by the 2020 EDGE Agreement which extended the term of the 2019 EDGE agreement to December 31, 2021 and set forth the new terms and conditions governing EDGE’s engagement with the Company. Under the 2020 EDGE Agreement, the monthly cash retainer was adjusted to $40 thousand and EDGE was entitled to a discretionary annual cash bonus in 2020 up to 30% of the total amount of the monthly cash retainer. However, at its discretion, the Company decided not to pay the annual cash bonus. In addition, EDGE was eligible for 30% of the Company’s targeted management bonus pool of NOK 25,000 thousand ($2,000 thousand), which the Company intends to establish to reward management’s efforts upon the successful close of the battery facility prior to June 30, 2021. See Note 11 — Share Based Compensation for further discussion on agreements between the Company and EDGE. On January 18, 2021, the board resolved to terminate the 2020 EDGE Agreement and enter into individual contracts, subject to the closing of the Business Combination. Pursuant to the termination, EDGE will no longer be eligible to participate in the Company’s targeted management bonus pool. The expenses incurred in relation to the consulting services provided for the years ended December 31, 2020 and 2019 were $568 thousand and $473 thousand, respectively. The unpaid amount of $42 thousand and $51 thousand was recognized in accounts payable and accrued liabilities — related party as of December 31, 2020 and 2019, respectively. In 2018, the Company agreed to reimburse expenses incurred on behalf of the Company by Njordr, owned by the Company’s chairman of the board and considered a related party, for consulting work performed related to the development of the 600 MW onshore wind park in the Rana and Nesna municipalities. The unpaid amount of nil and $21 thousand was recognized in accounts payable and accrued liabilities — related party as of December 31, 2020 and 2019, respectively. In 2020, the Company entered into a framework agreement with Metier OEC, which provides for consulting services. The CEO of Metier OEC is the brother of the Chief Operating Officer (“COO”) of the Company. The expenses incurred in relation to the consulting services provided for the years ended December 31, 2020 and 2019 were $917 thousand and nil, respectively. The unpaid amount of $280 thousand and nil was recognized in accounts payable and accrued liabilities — related party as of December 31, 2020 and 2019, respectively. Convertible Debt During the year ended December 31, 2020, the Company converted the 2018 Convertible Notes and settled the two related party 2020 Convertible Notes through the issuance of equity at the specified conversion rate. See Note 6 — Convertible Debt for further discussion. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Basic and Diluted Net Loss Per Share | 13. Basic and Diluted Net Loss Per Share The Company uses the two-class method to calculate net loss per share for the three months ended March 31, 2021. Under the two-class method, undistributed earnings for the period are allocated to participating securities, including the redeemable preferred shares, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there is no contractual obligation for the redeemable preferred shares to share in losses, the Company’s basic net loss per share attributable to ordinary shareholders for the three months ended March 31, 2021 is computed by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding. The Company’s basic net loss per share attributable to ordinary shareholders for the three months ended March 31, 2020 was computed by dividing the net loss attributable to ordinary shareholders by the weighted-average ordinary shares outstanding. No dividends were declared or paid for the three months ended March 31, 2021 and 2020. Diluted net loss per share attributable to ordinary shareholders adjusts basic net loss per share attributable to ordinary shareholders to give effect to all potential ordinary shares that were dilutive and outstanding during the period. For the three months ended March 31, 2021 and 2020, no instrument was determined to have a dilutive effect. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to ordinary shareholders for the three months ended March 31, 2021 and 2020 (amounts in thousands, except share and per share amounts): For the three months ended March 31, 2021 2020 Numerator: Net loss attributable to ordinary shareholders $ (11,887) $ (895) Denominator: Weighted average ordinary shares 209,196,827 118,700,000 Earnings per share: Basic diluted $ (0.06) $ (0.01) The following table discloses the weighted-average shares outstanding of securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: For the three months ended March 31, 2021 2020 EDGE warrants 12,154,303 — Other nonemployee warrants 2,308,526 — Employee options 3,541,525 — Employee warrants 610,000 — 2018 Convertible Notes — 954,219 2020 Convertible Notes — 2,054,815 Warrant liability — 1,836,742 Redeemable preferred shares 11,083,333 — | 15. Basic and Diluted Net Loss Per Share The Company uses the two-class method to calculate net loss per share for the year ended December 31, 2020. Under the two-class method, undistributed earnings for the period are allocated to participating securities, including the redeemable preferred shares, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there is no contractual obligation for the redeemable preferred shares to share in losses, the Company’s basic net loss per share attributable to ordinary shareholders for the year ended December 31, 2020 is computed by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding. The Company’s basic net loss per share attributable to ordinary shareholders for the year ended December 31, 2019 was computed by dividing the net loss attributable to ordinary shareholders by the weighted-average ordinary shares outstanding. No dividends were declared or paid for the years ended December 31, 2020 and 2019. Diluted net loss per share attributable to ordinary shareholders adjusts basic net loss per share attributable to ordinary shareholders to give effect to all potential ordinary shares that were dilutive and outstanding during the period. For the year ended December 31, 2020, no instrument was determined to have a dilutive effect. For the year ended December 31, 2019, the dilutive effect of the Investment Agreement Warrants was included in the computation of diluted net loss per share attributable to ordinary shareholders using the treasury stock method. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to ordinary shareholders for the years ended December 31, 2020 and 2019 (amounts in thousands, except share and per share amounts): For the year ended December 31, 2020 2019 Numerator: Net loss attributable to ordinary shareholders – basic $ (9,605) $ (1,201) Dilutive effect of Investment Agreement Warrants — (1,136) Net loss attributable to ordinary shareholders – diluted $ (9,605) $ (2,337) Denominator: Weighted average ordinary shares outstanding – basic 158,142,423 118,700,000 Dilutive effect of Investment Agreement Warrants — 800,174 Weighted average ordinary shares outstanding – diluted 158,142,423 119,500,174 Earnings per share: Basic $ (0.06) $ (0.01) Diluted $ (0.06) $ (0.02) The following table discloses the weighted-average shares outstanding of securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: For the year ended December 31, 2020 2019 2018 Convertible Notes — 921,053 EDGE warrants 5,257,396 — Other nonemployee warrants 170,301 — Employee options 327,869 — Redeemable preferred shares 1,024,590 — |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Subsequent Events | 14. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On May 3, 2021, FREYR paid NOK 300 thousand with respect to a letter of intent signed to lease space at Mo Industripark AS to obtain the binding offer to lease certain areas for a customer qualification plant, which expires June 30, 2021, the exclusive right to lease and develop a second area, as well as a first right of refusal for a third area, which expires on June 30, 2022. | 16. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 18, 2021, the Company amended the definitive licensing and services agreement effective December 15, 2020 with 24M. This amendment extended the latest date of services to be provided from December 31, 2022 to December 31, 2023 and noted that beyond December 31, 2023, any services provided would be incurred on a time and materials basis. No other major changes were made to the definitive agreement. On January 29, 2021, the Company entered into a definitive business combination agreement to merge with Alussa and certain other affiliated entities through a series of transactions. The Business Combination is subject to approval by the shareholders of both Alussa and the Company and other customary closing conditions. The Business Combination is anticipated to be accounted for as a reverse capitalization in accordance with U.S. GAAP. In connection with the Business Combination, a subscription agreement was entered into between an affiliate of Alussa and various investors for proceeds of $600,000 thousand (the “PIPE Investment”). The PIPE Investment is conditioned upon the closing of the Business Combination. The proceeds of the PIPE Investment, together with the amounts remaining in Alussa’s trust account following the closing of the Business Combination, will be retained by the post-combination business. Pursuant to the business combination agreement, the exercise prices of all share-based compensation awards that were not previously known were established. See Note 11 — Share Based Compensation for further discussion on the awards. On February 12, 2021, the Company was awarded NOK 39,000 thousand for research, development and innovation in environmental technology. The grant is subject to meeting certain business size thresholds and conditions, such as documenting and supporting costs incurred, obtaining a third-party attestation of the Company’s related records and implementing policies that demonstrate good corporate governance. The grant will be earned only upon successful completion of the conditions mentioned above. On February 16, 2021, the Company’s shareholders resolved to increase the share capital by issuing an additional 7,500,000 of redeemable preferred shares, each with a nominal value of NOK 0.01. The aggregate subscription amount for the additional preferred shares was NOK 64,156 thousand ($7,500 thousand). Each preferred share shall automatically convert into one ordinary share at the earlier of September 30, 2021 or a Qualifying Transaction Event (as defined in the articles of association). On March 1, 2021, the Company was awarded NOK 142,000 thousand for the development and construction of the pilot plant in Mo i Rana, Norway. The grant is subject to achieving successful financing of the pilot plant and other conditions, such as documenting and supporting costs incurred and obtaining a third-party attestation of the Company’s related records. The grant will be earned only upon successful completion of the conditions mentioned above. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) - FREYR AS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of preferred shares, among others. The Company bases these estimates on historical experiences and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. | Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of ordinary shares and the warrant liability, among others. The Company bases these estimates on historical experiences and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. |
Unaudited Condensed Consolidated Financial Statements | Unaudited Condensed Consolidated Financial Statements The accompanying interim condensed consolidated balance sheet as of March 31, 2021, the interim condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2021 and 2020, the interim condensed consolidated statement of shareholders’ equity for the three months ended March 31, 2021 and 2020, and the interim condensed consolidated statements of cash flows for the three months ended March 31, 2021 and 2020, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2021 and its results of operations and cash flows for the three months ended March 31, 2021 and 2020. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements related to the three-month periods are also unaudited. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. Although the consolidated balance sheet as of December 31, 2020 was derived from the audited annual consolidated financial statements as of December 31, 2020, these interim condensed consolidated financial statements do not contain all of the footnote disclosures from the annual consolidated financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual financial statements for the fiscal year ended December 31, 2020. | |
Significant Risk and Uncertainties | Significant Risk and Uncertainties The Company is subject to those risks common in the renewable energy and manufacturing industries and also those risks common to early stage development companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, the ability to obtain or maintain licenses and permits to support future business, competition, dependence on key personnel and key external alliances, loss of its grant contributor, the ability to maintain and establish relationships with current and future vendors and suppliers, the successful protection of its proprietary technologies, the possibility of the factory development being disrupted, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. | Significant Risk and Uncertainties The Company is subject to those risks common in the renewable energy and manufacturing industries and also those risks common to early stage development companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, the ability to obtain or maintain licenses and permits to support future business, competition, dependence on key personnel and key external alliances, loss of its grant contributor, the ability to maintain and establish relationships with current and future vendors and suppliers, the successful protection of its proprietary technologies, the possibility of the factory development being disrupted, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. |
Restricted Cash | Restricted Cash Restricted cash consists of funds held in a restricted account for payment of income tax withholdings to the Norwegian government, payable every other month. | Restricted Cash Restricted cash consists of funds held in a restricted account for payment of income tax withholdings to the Norwegian government, payable every other month. As of December 31, 2020 and 2019, restricted cash was $196 thousand and $78 thousand, respectively. |
Fair Value Measurement | Fair Value Measurement The Company follows the accounting guidance in ASC 820, Fair Value Measurement, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Fair value measurements of assets and liabilities are categorized based on the following hierarchy: Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities. Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means. Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. For the nine convertible notes issued in 2020 (“2020 Convertible Notes”), the Company has elected the fair value option. Such election is irrevocable and is applied on an instrument-by-instrument basis at initial recognition. Any changes in the fair value of these securities are recognized in the consolidated statements of operations and comprehensive loss. Interest expense on the 2020 Convertible Notes for which the fair value option has been elected is based on stated interest rates and is recorded as interest expense within the consolidated statements of operations and comprehensive loss. | Fair Value Measurement The Company follows the accounting guidance in ASC 820, Fair Value Measurement, for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Fair value measurements of assets and liabilities are categorized based on the following hierarchy: Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities. Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means. Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. For the nine convertible notes issued in 2020 (“2020 Convertible Notes”), the Company has elected the fair value option. Such election is irrevocable and is applied on an instrument-by-instrument basis at initial recognition. Any changes in the fair value of these securities are recognized in the consolidated statements of operations and comprehensive loss. Interest expense on the 2020 Convertible Notes for which the fair value option has been elected is based on stated interest rates and is recorded as interest expense within the consolidated statements of operations and comprehensive loss. |
Segment Information | Segment Information The Company is focused on the development of lithium-ion batteries as its primary business and the Company’s Chief Executive Officer (“CEO”), who is the chief operating decision-maker, manages the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. | |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents by making deposits with large, reputable financial institutions. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and current balances with banks and similar institutions. As of December 31, 2020 and 2019, cash and cash equivalents were $14,749 thousand and $179 thousand, respectively. | |
VAT Receivable | VAT Receivable The Company was registered for Value Added Tax (“VAT”) deduction as of May 1, 2019 for income tax purposes. The Company accounts for any VAT paid on invoices for goods or services purchased from suppliers as a VAT receivable. Periodically, the net VAT balance is calculated as either due to or due from the Norwegian Tax Administration (“NTA”). As the Company does not have any revenues, no VAT payable has been recognized. As of December 31, 2020 and 2019, the VAT receivable was $442 thousand and $183 thousand, respectively. | |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset, which ranges from two Maintenance and repairs are charged to expense as incurred and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the accompanying consolidated statements of operations and comprehensive loss. | |
Leases | Leases The Company accounts for its leases under ASC 840, Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as either operating or capital leases. Leases are classified as capital leases whenever the terms of the lease transfer substantially all of the risks and rewards of ownership to the lessee. All other leases are recorded as operating leases. As of December 31, 2020, all of the Company’s leases were operating leases. The Company recognizes rent expense on a straight-line basis over the lease term. | |
Grants | Grants The Company recognizes grants received as other income over the periods in which the related costs are incurred and the conditions for receiving the grant have been fulfilled, assuming no restrictions apply with respect to the potential repayment of the grants. If the grants become repayable, the repayment will be first applied against any related unamortized deferred income and the excess will be recorded as an expense. | |
Research and Development Cost | Research and Development Cost Costs related to research and development are expensed as incurred. Research and development expenses consist primarily of compensation to employees engaged in research and development activities, internal and external engineering, supplies and services, and contributions to research institutions. | |
Foreign Currency Translation and Transaction Gains and Losses | Foreign Currency Translation and Transaction Gains and Losses The functional currency of the Company is its local currency. The Company’s consolidated financial statements have been translated from its functional currency into the presentation currency, U.S. dollars, in accordance with U.S. GAAP. Assets and liabilities are translated at the foreign exchange rates as of the balance sheet dates presented and revenue and expenses are translated at the average foreign exchange rates for the periods presented. Components of equity outside of accumulated other comprehensive income (loss) are translated at the applicable foreign exchange rates as of the dates on which the transaction occurred. Currency translation adjustments are recorded as a component of other comprehensive income (loss). Transaction gains and losses recognized as a result of transactions denominated in a currency other than the functional currency are included in foreign currency transaction gain (loss) on the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2020 and 2019, a net transaction gain of $38 thousand and a net transaction loss of $9 thousand, respectively, was recognized. | |
Share-Based Compensation | Share-Based Compensation The Company measures and recognizes compensation expense for all equity-based awards made to employees, directors, and non-employees, including share options, based on estimated fair values recognized over the requisite service period in accordance with ASC 718, Stock-Based Compensation. Share-based payments, including grants of share options, are recognized in the consolidated statements of operations and comprehensive loss as general and administrative expense. The Company recognizes compensation expense for all equity-based employee awards with service-based vesting requirements on a straight-line basis over the requisite service period of the awards, which is generally the award’s vesting period. These amounts are reduced by forfeitures as the forfeitures occur. | |
Defined Contribution Plan | Defined Contribution Plan The Company is obligated to have an occupational pension scheme under the Mandatory Occupational Pensions Act. The Company’s pension plan (“Pension Plan”) is a defined contribution plan, in which the costs are recognized as pension expense, within general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company contributes 5% of each employees’ salary for amounts up to 7.1 times “G”, an amount established by the NTA that is effective on May 1 of each year, and then contributes 11.4% for amounts between 7.1 and 12 times “G”. “G” was NOK 97 thousand from May 1, 2018 to April 30, 2019, NOK 100 thousand from May 1, 2019 to April 30, 2020, and NOK 101 thousand from May 1, 2020 to April 30, 2021. Further contribution by employees is voluntary. For the years ended December 31, 2020 and 2019, the Company recognized general and administrative expense of $84 thousand and $10 thousand, respectively, for contributions to the Pension Plan. | |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts of assets and liabilities for income tax purposes and operating losses carried forward, measured by applying tax rates based on currently enacted tax laws. Valuation allowances are calculated, when necessary, to reduce the net deferred tax assets to an amount that is more likely than not to be realized. Changes in the valuation allowances occurring in subsequent periods are included in the consolidated statements of operations and comprehensive loss. The Company recognizes uncertain tax positions based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more likely than not to be sustained. Uncertain income tax positions are not recognized if there is less than a 50% likelihood of being sustained. | |
Emerging Growth Company | Emerging Growth Company 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 qualifies as an emerging growth company, as defined in the JOBS Act, and therefore intends to take advantage of certain exemptions from various public company reporting requirements, including delaying adoption of new or revised accounting standards until those standards apply to private companies. The effective dates shown below reflect the election to use the extended transition period. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements Leases (Topic 842): Codification Improvements Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities Adoption of Accounting Pronouncements In April 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement Fair Value Measurement |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Schedule of Property and Equipment | Property and equipment as of March 31, 2021 and December 31, 2020, consisted of the following (in thousands): As of As of March 31, December 31, 2021 2020 Office equipment $ 140 $ 98 Less: Accumulated depreciation and amortization (26) (15) Less: Foreign currency translation effects (2) (3) Property and equipment, net $ 112 $ 80 | Property and equipment as of December 31, 2020 and 2019, consisted of the following (in thousands): As of December 31, 2020 2019 Office equipment $ 98 $ 20 Less: Accumulated depreciation and amortization (15) (1) Less: Foreign currency translation effects (3) — Property and equipment, net $ 80 $ 19 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Schedule of Accrued Liabilities | Accrued liabilities as of March 31, 2021 and December 31, 2020, consisted of the following (in thousands): As of As of March 31, December 31, 2021 2020 Accrued research and development costs (Note 5) $ 86 $ 445 Accrued professional and legal fees 810 245 Accrued payroll and payroll related expenses 787 518 Accrued share-based compensation expense — 460 Accrued other operating costs 47 485 Total accrued liabilities $ 1,730 $ 2,153 | Accrued liabilities as of December 31, 2020 and 2019, consisted of the following (in thousands): As of December 31, 2020 2019 Accrued research and development costs (Note 7) $ 445 $ — Accrued professional and legal fees 245 178 Accrued payroll and payroll related expenses 518 242 Accrued share-based compensation expense 460 — Accrued other operating costs 485 22 Total accrued liabilities $ 2,153 $ 442 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) - FREYR AS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of financial assets and liabilities at fair value on a recurring basis | The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring basis according to the valuation techniques the Company uses to determine their fair value (in thousands): As of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Redeemable Preferred Shares $ — $ — $ 15,069 $ 15,069 Total fair value $ — $ — $ 15,069 $ 15,069 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Redeemable Preferred Shares $ — $ — $ 7,574 $ 7,574 Total fair value $ — $ — $ 7,574 $ 7,574 | The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring basis according to the valuation techniques the Company uses to determine their fair value (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Redeemable preferred shares $ — $ — $ 7,574 $ 7,574 Total fair value $ — $ — $ 7,574 $ 7,574 As of December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Warrant liability $ — $ — $ 93 $ 93 Total fair value $ — $ — $ 93 $ 93 |
Schedule of changes in the Level 3 warrant liability measured at fair value | The following table presents changes in the Level 3 instruments measured at fair value for the three months ended March 31, 2021 and 2020, respectively (in thousands): For the three months ended March 31, 2021 Redeemable 2020 preferred Convertible Warrant shares Notes liability Balance (beginning of period) $ 7,574 $ — $ — Additions 7,500 — — Fair value measurement adjustments (6) — — Foreign currency exchange effects 1 — — Balance (end of period) $ 15,069 $ — $ — For the three months ended March 31, 2020 Redeemable 2020 preferred Convertible Warrant shares Notes liability Balance (beginning of period) $ — $ — $ 93 Additions — 1,083 — Accrued interest — 8 — Fair value measurement adjustments — (24) 66 Foreign currency exchange effects — (107) (22) Balance (end of period) $ — $ 960 $ 137 | The following table presents changes in the Level 3 warrant liability measured at fair value for the years ended December 31, 2020 and 2019, respectively (in thousands): For the year ended December 31, 2020 Redeemable 2020 Warrant preferred shares Convertible Notes liability Balance (beginning of year) $ — $ — $ 93 Additions 7,500 1,531 76 Accrued interest — 33 — Fair value measurement adjustments 70 201 233 Foreign currency exchange effects 4 — (6) Transfer to Level 2 — — (396) Settlements — (1,765) — Balance (end of year) $ 7,574 $ — $ — For the year ended December 31, 2019 Redeemable 2020 Warrant preferred shares Convertible Notes liability Balance (beginning of year) $ — $ — $ — Additions — — 1,229 Accrued interest — — — Fair value measurement adjustments — — (1,146) Foreign currency exchange effects — — 10 Transfer to Level 2 — — — Settlements — — — Balance (end of year) $ — $ — $ 93 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of fair value of employee awards and performance employee awards granted | For the three months ended March 31, 2021 Range of Assumptions Grant date fair value per warrant or option $ 1.13 — $ 2.00 Valuation assumptions: Expected term (years) 4.12 — 4.88 Expected volatility 45.50 % — 46.93 % Expected dividend yield 0.00 % — 0.00 % Risk-free interest rate (0.66) % — (0.63) % | Assumptions used to determine the fair value of options and performance options granted to the CFO using the Black-Scholes-Merton option pricing model are as follows: As of December 31, 2020 Fair value per option $ 0.97 Valuation assumptions Expected option term (years) 4.75 Expected volatility 45.70 % Expected dividend yield 0.00 % Risk-free interest rate (0.73) % |
Schedule of activity relating to warrants outstanding | Weighted average Weighted remaining average exercise contractual life Aggregate For the year ended December 31, 2020 Number price (NOK) (years) intrinsic value Warrants outstanding at beginning of year — — Warrants granted 12,154,303 1.57 Warrants outstanding at end of year 12,154,303 1.57 3.81 $ 11,724 Warrants exercisable at end of year 9,595,374 1.49 3.56 $ 9,340 | |
Schedule of assumptions used to determine the fair value of warrants | Assumptions used to determine the fair value of warrants under the EDGE Agreements using the Black-Scholes-Merton option pricing model are as follows: July 8, October 6, 2020 2020 Grant date fair value per warrant $ 0.05 $ 0.07 Valuation assumptions Expected term (years) 4.00 2.80 Expected volatility 43.29 % 43.10 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate (0.65) % (0.71) % | |
Employee awards | FREYR AS | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of activity relating to options outstanding | The following table sets forth the activity relating to the employee awards outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise price contractual life intrinsic March 31, 2021 Number (NOK) (years) value Awards outstanding at beginning of period 375,000 1.50 4.75 $ 365 Awards granted 2,454,583 3.87 4.47 $ 2,704 Awards outstanding at end of period 2,829,583 3.56 4.47 $ 3,068 Awards exercisable at end of period — — — $ — | The following table sets forth the activity relating to stock options outstanding for the year ended December 31, 2020 (aggregate intrinsic value in thousands): Weighted average Weighted remaining average exercise contractual life Aggregate For the year ended December 31, 2020 Number price (NOK) (years) intrinsic value Options outstanding at beginning of year — — Options granted 375,000 1.50 Options outstanding at end of year 375,000 1.50 4.75 $ 365 Options exercisable at end of year — — — $ — |
Performance employee awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of activity relating to options outstanding | The following table sets forth the activity relating to performance employee awards outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise price contractual life intrinsic March 31, 2021 Number (NOK) (years) value Performance awards outstanding at beginning of period 625,000 1.50 4.75 $ 608 Performance awards granted 2,291,667 4.04 4.69 2,577 Performance awards outstanding at end of period 2,916,667 3.49 4.65 $ 3,185 Performance awards exercisable at end of period — — — $ — | |
Performance employee awards | FREYR AS | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of activity relating to options outstanding | The following table sets forth the activity relating to performance stock options outstanding for the year ended December 31, 2020 (aggregate intrinsic value in thousands): Weighted average Weighted remaining average exercise contractual life Aggregate For the year ended December 31, 2020 Number price (NOK) (years) intrinsic value Performance options outstanding at beginning of year — — Performance options granted 625,000 1.50 Performance options outstanding at end of year 625,000 1.50 4.75 $ 608 Performance options exercisable at end of year — — — $ — | |
Warrants | FREYR AS | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of activity relating to warrants outstanding | The following table sets forth the activity relating to warrants outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise contractual life intrinsic March 31, 2021 Number price (NOK) (years) value Warrants outstanding at beginning of period 12,154,303 1.57 3.81 $ 11,724 Warrants granted — — — — Warrants outstanding at end of period 12,154,303 1.57 3.56 $ 16,012 Warrants exercisable at end of period 10,235,110 1.52 3.38 $ 13,547 | |
Schedule of assumptions used to determine the fair value of warrants | July 8, October 6, 2020 2020 Grant date fair value per warrant $ 0.05 $ 0.07 Valuation assumptions: Expected term (years) 4.00 2.80 Expected volatility 43.29 % 43.10 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate (0.65) % (0.71) % | |
Warrants payment-in-kind | FREYR AS | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of activity relating to warrants outstanding | The following table sets forth the activity relating to warrants outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise price contractual life intrinsic March 31, 2021 Number (NOK) (years) value Warrants outstanding at beginning of period 2,308,526 0.01 2.75 $ 2,649 Warrants granted — — — — Warrants outstanding at end of period 2,308,526 0.01 2.50 $ 3,464 Warrants exercisable at end of period 2,308,526 0.01 2.50 $ 3,464 | |
Schedule of assumptions used to determine the fair value of warrants | March 8, 2021 Grant date fair value per warrant $ 1.82 Valuation assumptions: Expected term (years) 3.00 Expected volatility 49.80 % Expected dividend yield 0.00 % Risk-free interest rate (0.66) % |
Income Taxes (Tables)
Income Taxes (Tables) - FREYR AS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule reconciliation of the effective rate of tax | A reconciliation of the effective rate of tax and tax rate in the Company’s country of registration, Norway, (in thousands, except percentages): For the three months ended March 31, 2021 2020 Pretax net loss $ (11,887) $ (895) Statutory tax rate 22 % 22 % Income taxes calculated at statutory tax rate $ (2,615) $ (197) Changes in valuation allowance 1,701 187 Permanent tax items 914 10 Effect of change in exchange rate — — Effect of change in tax rate — — Tax expense $ — $ — Effective rate of tax 0 % 0 % | A reconciliation of the effective rate of tax and tax rate in the Company’s country of registration, Norway, (in thousands, except percentages): For the year ended December 31, 2020 2019 Pretax net loss $ (9,605) $ (1,201) Statutory tax rate 22 % 22 % Income taxes calculated at statutory tax rate $ (2,113) $ (264) Changes in valuation allowance 1,728 468 Permanent tax items 385 (205) Effect of change in exchange rate — — Effect of change in tax rate — 1 Tax expense $ — $ — Effective rate of tax 0 % 0 % |
Schedule of principal components of the deferred tax assets and liabilities | As of As of March 31, December 31, 2021 2020 Deferred tax assets Tax losses carryforwards $ 4,374 $ 2,494 Accruals and provisions for liabilities — — Total deferred tax assets before valuation allowance 4,374 2,494 Valuation allowance (4,097) (2,397) Total deferred tax assets 277 97 Deferred tax liabilities Property and equipment 3 2 Prepayment and deferred income 274 95 Total deferred tax liabilities 277 97 Net deferred tax asset $ — $ — | As of December 31, 2020 2019 Deferred tax assets Tax losses carryforwards $ 2,494 $ 496 Accruals and provisions for liabilities — — Total deferred tax assets before valuation allowance 2,494 496 Valuation allowance (2,397) (485) Total deferred tax assets 97 11 Deferred tax liabilities Property and equipment 2 1 Prepayment and deferred income 95 10 Total deferred tax liabilities 97 11 Net deferred tax asset $ — $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Schedule of accounts payable and accrued liabilities ? related party | Accounts payable and accrued liabilities — related party as of March 31, 2021 and December 31, 2020, consisted of the following (in thousands): As of As of March 31, December 31, 2021 2020 Accounts payable $ 362 $ 320 Accrued professional and legal fees 119 — Accrued other operating costs — 2 Total accounts payable and accrued liabilities – related party $ 481 $ 322 | Accounts payable and accrued liabilities – related party as of December 31, 2020 and 2019, consisted of the following (in thousands): As of December 31, 2020 2019 Accounts payable $ 320 $ 31 Accrued professional and legal fees — 21 Accrued other operating costs 2 20 Accrued interest — 3 Total accounts payable and accrued liabilities – related party $ 322 $ 75 |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) - FREYR AS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to ordinary shareholders for the three months ended March 31, 2021 and 2020 (amounts in thousands, except share and per share amounts): For the three months ended March 31, 2021 2020 Numerator: Net loss attributable to ordinary shareholders $ (11,887) $ (895) Denominator: Weighted average ordinary shares 209,196,827 118,700,000 Earnings per share: Basic diluted $ (0.06) $ (0.01) | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to ordinary shareholders for the years ended December 31, 2020 and 2019 (amounts in thousands, except share and per share amounts): For the year ended December 31, 2020 2019 Numerator: Net loss attributable to ordinary shareholders – basic $ (9,605) $ (1,201) Dilutive effect of Investment Agreement Warrants — (1,136) Net loss attributable to ordinary shareholders – diluted $ (9,605) $ (2,337) Denominator: Weighted average ordinary shares outstanding – basic 158,142,423 118,700,000 Dilutive effect of Investment Agreement Warrants — 800,174 Weighted average ordinary shares outstanding – diluted 158,142,423 119,500,174 Earnings per share: Basic $ (0.06) $ (0.01) Diluted $ (0.06) $ (0.02) |
Schedule of Weighted average shares represented as Anti-dilutive | For the three months ended March 31, 2021 2020 EDGE warrants 12,154,303 — Other nonemployee warrants 2,308,526 — Employee options 3,541,525 — Employee warrants 610,000 — 2018 Convertible Notes — 954,219 2020 Convertible Notes — 2,054,815 Warrant liability — 1,836,742 Redeemable preferred shares 11,083,333 — | The following table discloses the weighted-average shares outstanding of securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: For the year ended December 31, 2020 2019 2018 Convertible Notes — 921,053 EDGE warrants 5,257,396 — Other nonemployee warrants 170,301 — Employee options 327,869 — Redeemable preferred shares 1,024,590 — |
Business and Basis of Present_2
Business and Basis of Presentation (Details) - FREYR AS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss | $ (11,887) | $ (895) | $ (9,605) | $ (1,201) |
Operating cash flows | (6,392) | $ (482) | $ (7,336) | $ (1,201) |
Proceeds from reverse capitalization | $ 600,000 |
Significant Accounting Policies
Significant Accounting Policies (Details) - FREYR AS kr in Thousands, $ in Thousands | 10 Months Ended | 12 Months Ended | |||
Apr. 30, 2021NOK (kr) | Dec. 31, 2020USD ($) | Apr. 30, 2020NOK (kr) | Dec. 31, 2019USD ($) | Apr. 30, 2019NOK (kr) | |
Property, Plant and Equipment [Line Items] | |||||
Restricted cash | $ 196 | $ 78 | |||
VAT receivable | 442 | 183 | |||
Pension cost | $ 84 | $ 10 | |||
Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life (in years) | 2 years | ||||
Maximum | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful life (in years) | 5 years | ||||
Amounts Upto 7.1 Times Of Approved By NTA | |||||
Property, Plant and Equipment [Line Items] | |||||
Employer contribution (in percent) | 5.00% | ||||
Amounts Between 7.1 and 12 Times Of Approved By NTA | |||||
Property, Plant and Equipment [Line Items] | |||||
Employer contribution (in percent) | 11.40% | ||||
Amount Approved By NTA | kr | kr 101 | kr 100 | kr 97 |
Property and Equipment (Details
Property and Equipment (Details) - FREYR AS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Office equipment | $ 140,000 | $ 98,000 | $ 20,000 | |
Less: Accumulated depreciation and amortization | (26,000) | (15,000) | (1,000) | |
Less: Foreign currency translation effects | (2,000) | (3,000) | ||
Property and equipment, net | 112,000 | 80,000 | 19,000 | |
Depreciation | $ 10,000 | $ 3,000 | $ 15,000 | $ 1,000 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - FREYR AS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued research and development costs (Note 5) | $ 86 | $ 445 | |
Accrued professional and legal fees | 810 | 245 | $ 178 |
Accrued payroll and payroll related expenses | 787 | 518 | 242 |
Accrued share-based compensation expense | 0 | 460 | |
Accrued other operating costs | 47 | 485 | 22 |
Total accrued liabilities | $ 1,730 | $ 2,153 | $ 442 |
Commitments and Contingencies -
Commitments and Contingencies - Lease commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
FREYR AS | ||||
Total rent expense | $ 71 | $ 28 | $ 148 | $ 27 |
Commitments and Contingencies_2
Commitments and Contingencies - Other Commitments (Details) - FREYR AS kr in Thousands, $ in Thousands | Dec. 23, 2020NOK (kr) | Jan. 23, 2020NOK (kr) | Dec. 31, 2020NOK (kr)Y | Mar. 31, 2021NOK (kr) | Dec. 31, 2020USD ($)Y | Mar. 31, 2021USD ($) | Mar. 31, 2021NOK (kr) | Jan. 12, 2021USD ($) | Dec. 31, 2020NOK (kr) | Dec. 18, 2020USD ($) | Dec. 31, 2019USD ($) |
Other Commitments [Line Items] | |||||||||||
Prepaid assets | $ 464 | $ 2,007 | $ 15 | ||||||||
Accrued amount | 2,153 | 1,730 | 442 | ||||||||
Commitments outstanding | |||||||||||
Professorships | Norwegian university | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment amount | kr | kr 2,800 | ||||||||||
Commitment Annual Amount | kr | kr 700 | kr 700 | |||||||||
Commitments outstanding | 226 | $ 144 | kr 1,225 | 1,925 | |||||||
Research | Norwegian university | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment amount | kr | kr 8,000 | 8,000 | |||||||||
Commitment Annual Amount | kr | kr 1,000 | kr 1,000 | |||||||||
Commitments term | 8 years | 8 years | |||||||||
Commitments outstanding | 820 | $ 704 | kr 6,000 | 7,000 | |||||||
Research positions | Norwegian university | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment amount | kr | 1,450 | ||||||||||
Commitments outstanding | 170 | ||||||||||
Doctoral and post-doctoral fellowships | Norwegian university | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment amount | kr | 3,616 | ||||||||||
Commitments outstanding | 86 | 731 | |||||||||
Mobilization of the battery factory | Nordland county municipality | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment Annual Amount | kr | kr 500 | kr 500 | |||||||||
Commitments term | 3 years | ||||||||||
Commitments outstanding | 117 | 117 | 1,000 | kr 1,000 | |||||||
Definitive licensing and services agreement | 24M | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment amount | $ 20,000 | ||||||||||
Commitment amount paid during the year | 700 | ||||||||||
Commitment amount to be paid in next seven months | 2,500 | 2,500 | $ 2,500 | ||||||||
Prepaid assets | $ 374 | ||||||||||
Commitment amount to be paid in next twelve months | 14,300 | ||||||||||
Commitments recognized over straight-line basis | 19,300 | ||||||||||
Accrued amount | 445 | ||||||||||
Minimum annual royalty payments | $ 3,000 | ||||||||||
Effective year from which royalty is payable | Y | 3 | 3 | |||||||||
Definitive licensing and services agreement | Professorships | Norwegian university | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment amount | kr | kr 2,800 | ||||||||||
Commitments term | 4 years | 4 years |
Fair Value Measurement - Financ
Fair Value Measurement - Financial assets and liabilities at fair value accounting (Details) - FREYR AS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities | |||
Redeemable preferred shares | $ 15,069 | $ 7,574 | $ 0 |
Warrant Liability Fair Value | 93 | ||
Total fair value | 15,069 | 7,574 | |
Level 3 | |||
Liabilities | |||
Redeemable preferred shares | 15,069 | 7,574 | |
Total fair value | $ 15,069 | 7,574 | |
Fair value recurring basis | |||
Liabilities | |||
Redeemable preferred shares | 7,574 | ||
Warrant Liability Fair Value | 93 | ||
Total fair value | 7,574 | 93 | |
Fair value recurring basis | Level 3 | |||
Liabilities | |||
Redeemable preferred shares | 7,574 | ||
Warrant Liability Fair Value | 93 | ||
Total fair value | $ 7,574 | $ 93 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Details) $ / shares in Units, € in Thousands | Dec. 18, 2020shares | Nov. 23, 2020USD ($)shares | Nov. 23, 2020EUR (€)shares | Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Nov. 23, 2020kr / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 05, 2019$ / shares | Nov. 29, 2019$ / shares |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||||||||
Share price | $ / shares | $ 9.42 | $ 9.38 | $ 9.37 | ||||||
FREYR AS | |||||||||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||||||||
Fair value of the redeemable preferred shares | $ 7,574,000 | $ 15,069,000 | $ 0 | ||||||
Fair value of warrant liability | $ 93,000 | ||||||||
Outstanding warrant liability | $ 3,992,792 | ||||||||
Warrant liability payable in cash | $ 360,000 | € 309 | 360,000 | ||||||
Capital contributions from settlement of the warrant liability (shares) | shares | 2,208,865 | 2,208,865 | 2,208,865 | ||||||
Share price | kr / shares | kr 4.30 | ||||||||
Redeemable preferred shares | FREYR AS | |||||||||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||||||||
Fair value of the redeemable preferred shares | 7,574,000 | ||||||||
Level 3 | FREYR AS | |||||||||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||||||||
Fair value of the redeemable preferred shares | $ 7,574,000 | $ 15,069,000 |
Fair Value Measurement - Change
Fair Value Measurement - Changes in the Level 3 warrant liability measured at fair value (Details) - Level 3 - FREYR AS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Redeemable preferred shares | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance (beginning of year) | $ 7,574 | $ 0 | $ 0 | $ 0 |
Additions | 7,500 | 7,500 | ||
Fair value measurement adjustments | (6) | |||
Foreign currency exchange effects | 1 | 4 | ||
Balance (end of year) | 15,069 | 7,574 | 0 | |
2020 Convertible Notes | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance (beginning of year) | 0 | 0 | 0 | 0 |
Additions | 1,083 | 1,531 | ||
Accrued interest | 8 | 33 | ||
Fair value measurement adjustments | (24) | |||
Foreign currency exchange effects | (107) | |||
Settlements | (1,765) | |||
Balance (end of year) | 960 | 0 | 0 | |
Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance (beginning of year) | $ 0 | 93 | 93 | 0 |
Additions | 76 | 1,229 | ||
Fair value measurement adjustments | 66 | |||
Foreign currency exchange effects | (22) | (6) | 10 | |
Transfer to Level 2 | (396) | |||
Balance (end of year) | $ 137 | $ 0 | $ 93 |
Redeemable Preferred Shares (De
Redeemable Preferred Shares (Details) - FREYR AS kr / shares in Units, $ / shares in Units, kr in Thousands, $ in Thousands | Sep. 30, 2021USD ($) | Feb. 16, 2021USD ($)itemshares | Nov. 11, 2020USD ($)itemVote$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Mar. 31, 2021kr / shares | Feb. 16, 2021NOK (kr)kr / sharesshares | Dec. 31, 2020kr / shares | Nov. 11, 2020NOK (kr)Votekr / sharesshares | Dec. 31, 2019USD ($) |
Redeemable preferred shares, issued | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||||||
Redeemable preferred shares, par value | kr / shares | kr 0.01 | kr 0.01 | ||||||||
Aggregate subscription amount | $ 7,500 | $ 7,500 | kr 64,081 | kr 71,529 | ||||||
Number of affiliates of Alussa to which redeemable preferred shares issued | item | 3 | 2 | ||||||||
Distribution price per redeemable preferred share | $ / shares | $ 1 | |||||||||
Redeemable preferred shares, vote per share | Vote | 1 | 1 | ||||||||
Number of warrants Issued (in shares) | 92,500,000 | 92,500,000 | ||||||||
Number of shares for each warrant | 1 | 1 | ||||||||
Subscription price of warrant | kr / shares | kr 0.01 | kr 0.01 | ||||||||
Number of common stock issued in pursuant to warrants before conversion of preferred stock | 0 | 0 | ||||||||
Redemption price as a percentage on preferred share preference amount (in percent) | 105.00% | |||||||||
Consideration on cancellation of warrants | $ | $ 0 | |||||||||
Percentage of volume weighted average price per ordinary share determined for exchange of preference shares | 80.00% | |||||||||
Threshold business days for calculation of volume weighted average price (in days) | 40 days | |||||||||
Fair value of the redeemable preferred shares | $ | $ 15,069 | $ 7,574 | $ 0 |
Shareholders' Equity (Deficit)
Shareholders' Equity (Deficit) (Details) kr / shares in Units, $ / shares in Units, kr in Thousands, $ in Thousands | Dec. 18, 2020kr / sharesshares | Nov. 23, 2020kr / sharesshares | Jul. 08, 2020USD ($)itemshares | Jul. 08, 2020NOK (kr)itemkr / sharesshares | May 22, 2020USD ($)shares | May 22, 2020NOK (kr)kr / sharesshares | Dec. 31, 2020USD ($)shares | Mar. 31, 2021USD ($)Voteshares | Mar. 31, 2021NOK (kr)Votekr / sharesshares | Dec. 31, 2020NOK (kr)kr / sharesshares | Dec. 31, 2019USD ($)Vote$ / sharesshares | Dec. 31, 2019NOK (kr)Votekr / sharesshares | Dec. 05, 2019$ / shares | Nov. 29, 2019$ / shares |
Class of Stock [Line Items] | ||||||||||||||
Share price (in NOK per share) | $ / shares | $ 9.42 | $ 9.38 | $ 9.37 | |||||||||||
FREYR AS | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Ordinary share capital | $ 238 | $ 238 | kr 2,092 | kr 2,092 | $ 143 | kr 1,187 | ||||||||
Ordinary stock, shares issued | 209,196,827 | 209,196,827 | 209,196,827 | 209,196,827 | 118,700,000 | 118,700,000 | ||||||||
Ordinary shares, par value | kr / shares | kr 0.01 | kr 0.01 | kr 0.01 | kr 0.01 | ||||||||||
Additional paid in capital | $ 14,945 | $ 19,562 | kr 181,055 | kr 141,380 | $ 192 | kr 1,690 | ||||||||
Ordinary shares, vote per share | Vote | 1 | 1 | 1 | 1 | ||||||||||
Share price (in NOK per share) | kr / shares | kr 4.30 | |||||||||||||
Issuance costs | $ 794 | kr 7,518 | ||||||||||||
Consideration from issuance of shares to the municipality of Rana | $ | 996 | |||||||||||||
Proceeds received from issuance of common stock in private placement | $ 11,348 | kr 107,472 | $ 12,351 | |||||||||||
Number of lenders exchanged convertible debt for ordinary shares | item | 11 | 11 | ||||||||||||
Shares issued upon conversion of convertible debt | 9,973,253 | 9,973,253 | ||||||||||||
Shares issued to a third-party investor | 2,208,865 | 2,208,865 | ||||||||||||
FREYR AS | Rana Agreement | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Ordinary shares, par value | kr / shares | kr 0.01 | kr 0.01 | ||||||||||||
Shares issued to the municipality of Rana (in shares) | 5,239,777 | 5,239,777 | ||||||||||||
Investment exchanged in regard of issuance to shares to municipality of Rana | $ 1,000 | kr 10,000 | ||||||||||||
Share price (in NOK per share) | kr / shares | kr 1.91 | |||||||||||||
Issuance costs | $ 5 | kr 53 | ||||||||||||
Additional shares issuable to the municipality of Rana (in shares) | 1,426,890 | 1,426,890 | ||||||||||||
Consideration from issuance of shares to the municipality of Rana | $ 2 | kr 14 | ||||||||||||
Ordinary shares issued in a private placement | 71,648,042 | 71,648,042 |
Share-Based Compensation - Empl
Share-Based Compensation - Employee Awards (Details) - Employee Awards - FREYR AS kr / shares in Units, $ / shares in Units, kr in Thousands, $ in Thousands | Mar. 31, 2021USD ($)shares | Mar. 31, 2021USD ($)kr / shares | Feb. 16, 2021USD ($)$ / sharesshares | Dec. 01, 2020shares | Mar. 31, 2021USD ($)employee$ / sharesshares | Mar. 31, 2021NOK (kr)employeekr / sharesshares | Mar. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)employeeshares | Dec. 31, 2020NOK (kr)employeekr / sharesshares | Dec. 31, 2020NOK (kr) | Sep. 02, 2020shares | Jul. 01, 2020shares | Sep. 11, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Amount of liability reclassified to equity | $ | $ 38 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||||||
Compensation expense | $ | $ 376 | $ 0 | |||||||||||
Number of options or warrants to be vested upon business combination closure | 5,649,792 | ||||||||||||
Weighted-average grant date fair value per option or warrant | $ / shares | $ 1.65 | ||||||||||||
Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||
Grant fate fair value per warrant or option | $ / shares | $ 1.13 | ||||||||||||
Expected term (years) | 4 years 1 month 13 days | 4 years 1 month 13 days | |||||||||||
Expected volatility | 45.50% | 45.50% | |||||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||||||
Risk-free interest rate | (0.66%) | (0.66%) | |||||||||||
Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||
Grant fate fair value per warrant or option | $ / shares | $ 2 | ||||||||||||
Expected term (years) | 4 years 10 months 17 days | 4 years 10 months 17 days | |||||||||||
Expected volatility | 46.93% | 46.93% | |||||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||||||
Risk-free interest rate | (0.63%) | (0.63%) | |||||||||||
Employee awards | |||||||||||||
Number | |||||||||||||
Awards outstanding at beginning of period | 375,000 | 375,000 | 0 | 0 | 0 | ||||||||
Awards granted | 2,454,583 | 2,454,583 | 375,000 | 375,000 | |||||||||
Awards outstanding at end of period | 2,829,583 | 2,829,583 | 2,829,583 | 375,000 | 375,000 | ||||||||
Awards exercisable at end of period | 0 | 0 | |||||||||||
Weighted average exercise price (NOK) | |||||||||||||
Awards outstanding at beginning of period | kr / shares | kr 1.50 | kr 0 | |||||||||||
Awards granted | kr / shares | 3.87 | 1.50 | |||||||||||
Awards outstanding at end of period | kr / shares | kr 3.56 | kr 3.56 | 1.50 | ||||||||||
Awards exercisable at end of period | kr / shares | kr 0 | ||||||||||||
Weighted average remaining contractual life (years) | |||||||||||||
Awards outstanding at end of period | 4 years 5 months 19 days | 4 years 5 months 19 days | 4 years 9 months | 4 years 9 months | |||||||||
Awards granted | 4 years 5 months 19 days | 4 years 5 months 19 days | |||||||||||
Awards exercisable at end of period | 0 years | 0 years | 0 years | ||||||||||
Aggregate intrinsic value | |||||||||||||
Awards outstanding at beginning of period | $ 365 | kr 365 | |||||||||||
Awards granted | $ | 2,704 | ||||||||||||
Awards outstanding at end of period | $ 3,068 | $ 3,068 | $ 365 | kr 365 | |||||||||
Awards exercisable at end of period | kr | kr 0 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||
Compensation expense | $ | $ 35 | ||||||||||||
Performance employee awards | |||||||||||||
Number | |||||||||||||
Awards outstanding at beginning of period | 625,000 | 625,000 | 0 | 0 | 0 | ||||||||
Awards granted | 2,291,667 | 2,291,667 | 625,000 | 625,000 | |||||||||
Awards outstanding at end of period | 2,916,667 | 2,916,667 | 2,916,667 | 625,000 | 625,000 | ||||||||
Awards exercisable at end of period | 0 | 0 | |||||||||||
Weighted average exercise price (NOK) | |||||||||||||
Awards outstanding at beginning of period | kr / shares | kr 1.50 | kr 0 | |||||||||||
Awards granted | kr / shares | 4.04 | 1.50 | |||||||||||
Awards outstanding at end of period | kr / shares | kr 3.49 | kr 3.49 | 1.50 | ||||||||||
Awards exercisable at end of period | kr / shares | kr 0 | ||||||||||||
Weighted average remaining contractual life (years) | |||||||||||||
Awards outstanding at end of period | 4 years 7 months 24 days | 4 years 7 months 24 days | 4 years 9 months | 4 years 9 months | |||||||||
Awards granted | 4 years 8 months 8 days | 4 years 8 months 8 days | |||||||||||
Awards exercisable at end of period | 0 years | 0 years | 0 years | ||||||||||
Aggregate intrinsic value | |||||||||||||
Awards outstanding at beginning of period | $ 608 | kr 608 | |||||||||||
Awards granted | $ | 2,577 | ||||||||||||
Awards outstanding at end of period | $ 3,185 | $ 3,185 | $ 608 | kr 608 | |||||||||
Awards exercisable at end of period | kr | kr 0 | ||||||||||||
2019 Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized | 5,000,000 | ||||||||||||
Number of additional shares authorized | 5,000,000 | ||||||||||||
Number of employees in which offer letters issued | employee | 31 | 31 | 22 | 22 | |||||||||
Number of employees who have 2 year grant period | employee | 28 | 28 | 21 | 21 | |||||||||
Awards grant period | 2 years | 2 years | 2 years | 2 years | |||||||||
Number of options resolved to issue | 1,360,000 | 900,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||
Unrecognized compensation expense related to non-vested stock-based compensation arrangements | $ | $ 4,532 | kr 4,532 | $ 4,532 | $ 326 | |||||||||
Period over which unrecognized compensation expense expected to be recognized | 2 years 5 months 12 days | 2 years 5 months 12 days | 2 years 9 months | 2 years 9 months | |||||||||
2019 Plan | Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Awards exercise period | 3 years | 3 years | 3 years | 3 years | |||||||||
2019 Plan | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Awards exercise period | 5 years | 5 years | 5 years | 5 years |
Share-Based Compensation - Non-
Share-Based Compensation - Non-Employee Awards - Related Party (Details) - FREYR AS kr / shares in Units, $ / shares in Units, kr in Thousands, $ in Thousands | Feb. 16, 2021kr / sharesshares | Oct. 06, 2020kr / shares | Sep. 01, 2020kr / sharesshares | Jul. 08, 2020kr / sharesshares | Mar. 01, 2019shares | Dec. 31, 2020USD ($)kr / sharesshares | Mar. 31, 2021USD ($)shares | Mar. 31, 2021USD ($)kr / shares | Mar. 31, 2020shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)kr / shares | Dec. 31, 2020NOK (kr) | Oct. 06, 2020$ / shares | Sep. 25, 2020kr / shares | Jul. 08, 2020$ / sharesshares |
Weighted average remaining contractual life (years) | |||||||||||||||
Warrants granted | 0 years | ||||||||||||||
Nonemployee Awards | |||||||||||||||
Number | |||||||||||||||
Warrants granted | 2,308,526 | ||||||||||||||
Weighted average exercise price (NOK) | |||||||||||||||
Warrants granted | kr / shares | kr 0.01 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||||
Compensation expense | $ | $ 0 | $ 427 | |||||||||||||
Unrecognized compensation expense related to non-vested stock-based compensation arrangements | $ | $ 183 | $ 183 | $ 183 | ||||||||||||
Period over which unrecognized compensation expense expected to be recognized | 1 year | ||||||||||||||
Nonemployee Awards | EDGE | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||||
Grant date fair value per warrant | $ / shares | $ 0.07 | $ 0.05 | |||||||||||||
Expected term (years) | 2 years 9 months 18 days | 4 years | |||||||||||||
Expected volatility | 43.10% | 43.29% | |||||||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||||||||
Risk-free interest rate | (0.71%) | (0.65%) | |||||||||||||
Nonemployee Awards | Warrants | |||||||||||||||
Number | |||||||||||||||
Warrants outstanding at beginning of period | 12,154,303 | ||||||||||||||
Warrants granted | 12,154,303 | ||||||||||||||
Warrants outstanding at end of period | 12,154,303 | 12,154,303 | |||||||||||||
Warrants exercisable at end of period | 9,595,374 | ||||||||||||||
Weighted average exercise price (NOK) | |||||||||||||||
Warrants outstanding at beginning of period | kr / shares | kr 1.57 | ||||||||||||||
Warrants granted | kr / shares | $ 1.57 | ||||||||||||||
Warrants outstanding at end of period | kr / shares | $ 1.57 | 1.57 | |||||||||||||
Warrants exercisable at end of period | kr / shares | 1.49 | ||||||||||||||
Weighted average remaining contractual life (years) | |||||||||||||||
Warrants outstanding at end of period | 3 years 9 months 21 days | ||||||||||||||
Warrants exercisable at end of period | 3 years 6 months 21 days | ||||||||||||||
Aggregate intrinsic value | |||||||||||||||
Warrants outstanding at end of period | kr | kr 11,724 | ||||||||||||||
Warrants exercisable at end of period | kr | kr 9,340 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||||
Compensation expense | $ | $ 535 | ||||||||||||||
Nonemployee Awards | Warrants | EDGE | |||||||||||||||
Number | |||||||||||||||
Warrants outstanding at beginning of period | 12,154,303 | ||||||||||||||
Warrants granted | 0 | ||||||||||||||
Warrants outstanding at end of period | 12,154,303 | 12,154,303 | 12,154,303 | ||||||||||||
Warrants exercisable at end of period | 10,235,110 | ||||||||||||||
Weighted average exercise price (NOK) | |||||||||||||||
Warrants outstanding at beginning of period | kr / shares | 1.57 | ||||||||||||||
Warrants granted | kr / shares | 0 | ||||||||||||||
Warrants outstanding at end of period | kr / shares | $ 1.57 | 1.57 | $ 1.57 | ||||||||||||
Warrants exercisable at end of period | kr / shares | kr 1.52 | ||||||||||||||
Weighted average remaining contractual life (years) | |||||||||||||||
Warrants outstanding at end of period | 3 years 6 months 21 days | 3 years 9 months 21 days | |||||||||||||
Warrants exercisable at end of period | 3 years 4 months 17 days | ||||||||||||||
Aggregate intrinsic value | |||||||||||||||
Warrants outstanding at end of period | $ | $ 11,724 | $ 16,012 | kr 16,012 | $ 11,724 | $ 11,724 | ||||||||||
Warrants exercisable at end of period | $ | 13,547 | 13,547 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||||
Grant date fair value per warrant | $ / shares | $ 0.07 | $ 0.05 | |||||||||||||
Expected term (years) | 2 years 9 months 18 days | 4 years | |||||||||||||
Expected volatility | 43.10% | 43.29% | |||||||||||||
Expected dividend yield | 0.00% | 0.00% | |||||||||||||
Risk-free interest rate | (0.71%) | (0.65%) | |||||||||||||
Fair value of warrants vested | $ | 46 | ||||||||||||||
Number of warrants vested | 0 | ||||||||||||||
Compensation expense | $ | 46 | ||||||||||||||
Unrecognized compensation expense related to non-vested stock-based compensation arrangements | $ | $ 137 | kr 137 | |||||||||||||
Period over which unrecognized compensation expense expected to be recognized | 9 months | ||||||||||||||
2019 EDGE Agreement | Nonemployee Awards | EDGE | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of warrants agreed to be issued | 8,315,902 | 8,315,902 | 8,315,902 | ||||||||||||
Percentage of warrants to be issued on total outstanding shares | 6.50% | ||||||||||||||
Number of shares subscribed for each warrant | 1 | ||||||||||||||
Subscription price | kr / shares | kr 1.44 | ||||||||||||||
2019 EDGE Agreement | Nonemployee Awards | Warrants | EDGE | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of warrants agreed to be issued | 8,315,902 | 8,315,902 | 8,315,902 | ||||||||||||
Percentage of warrants to be issued on total outstanding shares | 6.50% | ||||||||||||||
Number of shares subscribed for each warrant | 1 | ||||||||||||||
Subscription price | kr / shares | kr 1.44 | ||||||||||||||
2020 EDGE Agreement | Nonemployee Awards | EDGE | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of warrants agreed to be issued | 3,838,401 | ||||||||||||||
Warrants vesting period | 18 months | ||||||||||||||
Number of shares subscribed for each warrant | 1 | ||||||||||||||
Subscription price | kr / shares | kr 1.50 | kr 1.85 | |||||||||||||
2020 EDGE Agreement | Nonemployee Awards | Warrants | EDGE | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of warrants agreed to be issued | 3,838,401 | ||||||||||||||
Warrants vesting period | 18 months | ||||||||||||||
Number of shares subscribed for each warrant | 1 | ||||||||||||||
Subscription price | kr / shares | kr 1.85 | kr 1.50 |
Share-Based Compensation - No_2
Share-Based Compensation - Non-Employee Awards (Details) - FREYR AS $ / shares in Units, € in Thousands, $ in Thousands | Mar. 08, 2021USD ($)$ / shares | Feb. 16, 2021kr / sharesshares | Dec. 04, 2020USD ($)shares | Dec. 04, 2020EUR (€)shares | Dec. 31, 2020USD ($)kr / sharesshares | Mar. 31, 2021USD ($)shares | Mar. 31, 2021USD ($)kr / shares | Mar. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020EUR (€)shares |
Weighted average remaining contractual life (years) | ||||||||||
Warrants granted | 0 years | |||||||||
Nonemployee Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Accrued share-based compensation expense | $ 427 | € 375 | ||||||||
Exercise price of warrants | kr / shares | kr 0.01 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||||||
Warrants granted | shares | 2,308,526 | |||||||||
Weighted average exercise price (NOK) | ||||||||||
Warrants granted | kr / shares | kr 0.01 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||
Compensation expense | $ | $ 0 | $ 427 | ||||||||
Warrants payment-in-kind | Nonemployee Awards | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of warrants agreed to be issued | shares | 2,308,526 | 2,308,526 | 2,308,526 | |||||||
Accrued share-based compensation expense | $ 427 | € 375 | ||||||||
Exercise price of warrants | kr / shares | kr 0.01 | kr 0 | ||||||||
Amount of liability reclassified to equity | $ | $ 460 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||||||
Warrants outstanding at beginning of period | shares | 2,308,526 | |||||||||
Warrants granted | shares | 0 | |||||||||
Warrants outstanding at end of period | shares | 2,308,526 | 2,308,526 | 2,308,526 | 2,308,526 | ||||||
Warrants exercisable at end of period | shares | 2,308,526 | |||||||||
Weighted average exercise price (NOK) | ||||||||||
Warrants outstanding at beginning of period | kr / shares | 0.01 | |||||||||
Warrants granted | kr / shares | kr 0.01 | 0 | ||||||||
Warrants outstanding at end of period | kr / shares | kr 0.01 | 0.01 | ||||||||
Warrants exercisable at end of period | kr / shares | kr 0.01 | |||||||||
Weighted average remaining contractual life (years) | ||||||||||
Warrants outstanding at end of period | 2 years 6 months | 2 years 9 months | 2 years 9 months | |||||||
Warrants granted | 0 years | |||||||||
Warrants exercisable at end of period | 2 years 6 months | |||||||||
Aggregate intrinsic value | ||||||||||
Warrants outstanding at end of period | $ | kr 2,649 | $ 3,464 | kr 3,464 | $ 2,649 | ||||||
Warrants exercisable at end of period | $ | 3,464 | kr 3,464 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||
Grant date fair value per warrant | $ / shares | $ 1.82 | |||||||||
Expected term (years) | 3 years | |||||||||
Expected volatility | 49.80% | |||||||||
Expected dividend yield | 0.00% | |||||||||
Risk-free interest rate | (0.66%) | |||||||||
Fair value of warrants vested | $ | 4,200 | |||||||||
Number of warrants vested | shares | 0 | |||||||||
Compensation expense | $ | $ 3,739 | $ 0 |
Government Grants (Details)
Government Grants (Details) - FREYR AS $ in Thousands | Feb. 12, 2021item | Mar. 05, 2020installment | Sep. 04, 2018installment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 31, 2021USD ($) |
Equity, Class of Treasury Stock [Line Items] | ||||||
No of installments | 3 | 3 | 3 | |||
Deferred income | $ 0 | $ 1,372 | ||||
Other income | All milestones | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Grant income recognized | 747 | |||||
Other income | Second milestone | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Grant income recognized | $ 138 | |||||
Other income | Third milestone | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Grant income recognized | $ 41 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the effective rate of tax (Details) - FREYR AS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pretax net loss | $ (11,887) | $ (895) | $ (9,605) | $ (1,201) |
Statutory tax rate | 22.00% | 22.00% | 22.00% | 22.00% |
Income taxes calculated at statutory tax rate | $ (2,615) | $ (197) | $ (2,113) | $ (264) |
Changes in valuation allowance | 1,701 | 187 | 1,728 | 468 |
Permanent tax items | 914 | 10 | 385 | (205) |
Effect of change in tax rate | 1 | |||
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Effective rate of tax | 0.00% | 0.00% | 0.00% | 0.00% |
Income Taxes - Components of th
Income Taxes - Components of the deferred tax assets and liabilities (Details) - FREYR AS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | |||
Tax losses carryforwards | $ 4,374 | $ 2,494 | $ 496 |
Total deferred tax assets before valuation allowance | 4,374 | 2,494 | 496 |
Valuation allowance | (4,097) | (2,397) | (485) |
Total deferred tax assets | 277 | 97 | 11 |
Deferred tax liabilities | |||
Property and equipment | 3 | 2 | 1 |
Prepayment and deferred income | 274 | 95 | 10 |
Total deferred tax liabilities | 277 | 97 | $ 11 |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - FREYR AS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Current tax expense | 0 | 0 | 0 | |
Current deferred tax expense | 0 | 0 | 0 | |
Valuation allowance | 1,701 | 187 | 1,728 | 468 |
Net operating loss carryforwards | 19,882 | 2,911 | 11,336 | 2,255 |
Operating loss carryforwards, valuation allowance | 4,097 | $ 2,397 | 2,397 | $ 485 |
Net deferred tax asset | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - FREYR AS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | |||
Accounts payable | $ 362 | $ 320 | $ 31 |
Accrued professional and legal fees | 119 | 21 | |
Accrued other operating costs | 2 | 20 | |
Accrued interest | (3) | ||
Accounts payable and accrued liabilities - related party | $ 481 | $ 322 | $ 75 |
Related Party Transactions - Co
Related Party Transactions - Consulting Agreements (Details) - FREYR AS | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018MWh | Mar. 31, 2021NOK (kr) | Dec. 31, 2020NOK (kr) | |
Related Party Transaction [Line Items] | |||||||
Unpaid amounts | $ 481,000 | $ 322,000 | $ 75,000 | ||||
Consulting agreement with EDGE | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly cash retainer | $ 40,000 | $ 40,000 | |||||
Percentage eligible on targeted management bonus pool in case of non-payment of annual cash bonus | 30.00% | 30.00% | 30.00% | 30.00% | |||
Amount of percentage eligible on targeted management bonus pool in case of non-payment of annual cash bonus | $ 2,000,000 | $ 2,000,000 | kr 25,000,000 | kr 25,000,000 | |||
Expenses incurred in relation to the consulting services | 130,000 | $ 127,000 | 568,000 | 473,000 | |||
Unpaid amounts | $ 6,000 | 42,000 | $ 42,000 | 51,000 | |||
Consulting agreement with EDGE | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of discretionary annual cash bonus | 30.00% | 30.00% | 30.00% | 30.00% | |||
Consulting agreement related to the development of onshore wind park in the Rana and Nesna municipalities | |||||||
Related Party Transaction [Line Items] | |||||||
Unpaid amounts | $ 0 | 21,000 | |||||
Onshore Wind park | MWh | 600 | ||||||
Consulting agreement with Metier OEC | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses incurred in relation to the consulting services | $ 1,168,000 | 77,000 | 917,000 | 0 | |||
Unpaid amounts | $ 475,000 | $ 280,000 | $ 280,000 | $ 0 |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Schedule of Basic and diluted Net Loss per share (Details) - FREYR AS - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||
Net loss attributable to ordinary shareholders - basic | $ (11,887) | $ (895) | $ (9,605) | $ (1,201) |
Net loss attributable to ordinary shareholders - diluted | $ (11,887) | $ (895) | $ (9,605) | $ (2,337) |
Denominator: | ||||
Weighted average ordinary shares outstanding - basic | 209,196,827 | 118,700,000 | 158,142,423 | 118,700,000 |
Weighted average ordinary shares outstanding - diluted | 209,196,827 | 118,700,000 | 158,142,423 | 119,500,174 |
Earnings per share: | ||||
Basic | $ (0.06) | $ (0.01) | $ (0.06) | $ (0.01) |
Diluted | $ (0.06) | $ (0.01) | $ (0.06) | $ (0.02) |
Basic and Diluted Net Loss Pe_4
Basic and Diluted Net Loss Per Share - Schedule of Weighted average number of Shares (Details) - FREYR AS - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
EDGE warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average Number of shares to be excluded from Computation of EPS to be anti-dilutive | 12,154,303 | 5,257,396 | ||
Other nonemployee warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average Number of shares to be excluded from Computation of EPS to be anti-dilutive | 2,308,526 | 170,301 | ||
Employee awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average Number of shares to be excluded from Computation of EPS to be anti-dilutive | 3,541,525 | 327,869 | ||
Employee Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average Number of shares to be excluded from Computation of EPS to be anti-dilutive | 610,000 | |||
2020 Convertible Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average Number of shares to be excluded from Computation of EPS to be anti-dilutive | 2,054,815 | |||
2018 Convertible Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average Number of shares to be excluded from Computation of EPS to be anti-dilutive | 954,219 | 921,053 | ||
Warrant liability | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average Number of shares to be excluded from Computation of EPS to be anti-dilutive | 1,836,742 | |||
Redeemable preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average Number of shares to be excluded from Computation of EPS to be anti-dilutive | 11,083,333 | 1,024,590 |
Basic and Diluted Net Loss Pe_5
Basic and Diluted Net Loss Per Share - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
FREYR AS | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dividend declared or paid | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) kr in Thousands | May 03, 2021NOK (kr) |
FREYR AS | Subsequent event | Facility space at Mo Industripark AS | |
Subsequent Event [Line Items] | |
Payment for obtaining the binding offer to lease | kr 300 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - FREYR AS kr in Thousands, $ in Thousands | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Current assets | |||
Cash and cash equivalents | $ 15,768 | $ 14,749 | $ 179 |
Restricted cash | 280 | 196 | 78 |
Prepaid assets | 2,007 | 464 | 15 |
VAT receivable | 190 | 442 | 183 |
Total current assets | 18,251 | 15,851 | 455 |
Property and equipment, net | 112 | 80 | 19 |
Total assets | 18,375 | 15,931 | 474 |
Current liabilities | |||
Accounts payable | 1,980 | 888 | 733 |
Accrued liabilities | 1,730 | 2,153 | 442 |
Accounts payable and accrued liabilities - related party | 481 | 322 | 75 |
Deferred income | 1,372 | 0 | |
Redeemable preferred shares | 15,069 | 7,574 | |
Total current liabilities | 20,632 | 10,937 | 1,250 |
Warrant liability | 93 | ||
Convertible debt - related party | 80 | ||
Other long-term liabilities | 0 | 38 | |
Total liabilities | 20,632 | 10,975 | 1,423 |
Commitments and contingencies (Note 5) | |||
Shareholders' equity (deficit) | |||
Ordinary share capital, NOK 0.01 par value, 209,196,827 shares authorized, issued and outstanding as of March, 31, 2021 and December 31, 2020 | 238 | 238 | 143 |
Additional paid in capital | 19,562 | 14,945 | 192 |
Accumulated other comprehensive income (loss) | 715 | 658 | (4) |
Accumulated deficit | (22,772) | (10,885) | (1,280) |
Total shareholders' equity (deficit) | (2,257) | 4,956 | (949) |
Total liabilities and shareholders' equity (deficit) | $ 18,375 | $ 15,931 | $ 474 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - FREYR AS - kr / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 18, 2020 | Dec. 31, 2019 |
Ordinary shares, par value | kr 0.01 | kr 0.01 | kr 0.01 | kr 0.01 |
Ordinary Stock, Shares Authorized | 209,196,827 | 209,196,827 | 118,700,000 | |
Ordinary stock, shares issued | 209,196,827 | 209,196,827 | 118,700,000 | |
Ordinary stock, shares outstanding | 209,196,827 | 209,196,827 | 118,700,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - FREYR AS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses: | ||||
General and administrative | $ 7,131,000 | $ 593,000 | $ 4,377,000 | $ 1,361,000 |
Research and development | 2,907,000 | 45,000 | 1,865,000 | 545,000 |
Depreciation Expense | 10,000 | 3,000 | 15,000 | 1,000 |
Other operating expenses | 1,871,000 | 239,000 | 2,666,000 | 566,000 |
Total operating expenses | 11,919,000 | 880,000 | 8,923,000 | 2,473,000 |
Loss from operations | (11,919,000) | (880,000) | (8,923,000) | (2,473,000) |
Other income (expense): | ||||
Warrant liability fair value adjustment | 0 | (66,000) | (1,670,000) | 1,146,000 |
Redeemable preferred shares fair value adjustment | 6,000 | 0 | (70,000) | |
Convertible notes fair value adjustment | 0 | 24,000 | (201,000) | |
Interest expense | 0 | (8,000) | (53,000) | (3,000) |
Interest income | 6,000 | 0 | 20,000 | |
Foreign currency transaction gain (loss) | 20,000 | (5,000) | 38,000 | (9,000) |
Gain on settlement of warrant liability | 466,000 | |||
Other income | 0 | 40,000 | 788,000 | 138,000 |
Loss before income taxes | (11,887,000) | (895,000) | (9,605,000) | (1,201,000) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | (11,887,000) | (895,000) | (9,605,000) | (1,201,000) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 57,000 | 246,000 | 662,000 | (3,000) |
Total comprehensive loss | $ (11,830,000) | $ (649,000) | $ (8,943,000) | $ (1,204,000) |
Net loss attributable to ordinary shareholders (Note 15): | ||||
Basic | $ (0.06) | $ (0.01) | $ (0.06) | $ (0.01) |
Diluted | $ (0.06) | $ (0.01) | $ (0.06) | $ (0.02) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - FREYR AS - USD ($) $ in Thousands | Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Total |
Beginning balance at Dec. 31, 2018 | $ 143 | $ (79) | $ (1) | $ 63 | |
Beginning balance (shares) at Dec. 31, 2018 | 118,700,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | $ 0 | $ 192 | 0 | 0 | 192 |
Net loss | 0 | 0 | (1,201) | 0 | (1,201) |
Other comprehensive income | 0 | 0 | 0 | (3) | (3) |
Ending balance at Dec. 31, 2019 | $ 143 | 192 | (1,280) | (4) | $ (949) |
Ending balance (shares) at Dec. 31, 2019 | 118,700,000 | 118,700,000 | |||
Ending balance at Dec. 31, 2019 | $ 143 | 192 | (1,280) | (4) | $ (949) |
Ending balance (shares) at Dec. 31, 2019 | 118,700,000 | 118,700,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | $ 0 | 0 | (895) | 0 | $ (895) |
Other comprehensive income | 0 | 0 | 0 | 246 | 246 |
Ending balance at Mar. 31, 2020 | $ 143 | 192 | (2,175) | 242 | (1,598) |
Ending balance (shares) at Mar. 31, 2020 | 118,700,000 | ||||
Beginning balance at Dec. 31, 2019 | $ 143 | 192 | (1,280) | (4) | $ (949) |
Beginning balance (shares) at Dec. 31, 2019 | 118,700,000 | 118,700,000 | |||
Beginning balance at Dec. 31, 2019 | $ 143 | 192 | (1,280) | (4) | $ (949) |
Beginning balance (shares) at Dec. 31, 2019 | 118,700,000 | 118,700,000 | |||
Beginning balance at Dec. 31, 2019 | $ 143 | 192 | (1,280) | (4) | $ (949) |
Beginning balance (shares) at Dec. 31, 2019 | 118,700,000 | 118,700,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Capital contributions from Rana municipality, net of issuance costs | $ 7 | 989 | $ 996 | ||
Capital contributions from Rana municipality, net of issuance costs (shares) | 6,666,667 | ||||
Capital contributions from private placement, net of issuance costs | $ 76 | 10,478 | 10,554 | ||
Capital contributions from private placement, net of issuance costs (shares) | 71,648,042 | ||||
Capital contributions from conversion of convertible debt to ordinary shares | $ 10 | 1,694 | 1,704 | ||
Capital contributions from conversion of convertible debt to ordinary shares (shares) | 9,973,253 | ||||
Capital contributions from settlement of the warrant liability | $ 2 | 1,057 | 1,059 | ||
Capital contributions from settlement of the warrant liability (shares) | 2,208,865 | ||||
Share-based compensation expense | $ 0 | 535 | 0 | 0 | 535 |
Net loss | 0 | 0 | (9,605) | 0 | (9,605) |
Other comprehensive income | 0 | 0 | 0 | 662 | 662 |
Ending balance at Dec. 31, 2020 | $ 238 | 14,945 | (10,885) | 658 | $ 4,956 |
Ending balance (shares) at Dec. 31, 2020 | 209,196,827 | 209,196,827 | |||
Beginning balance at Mar. 31, 2020 | $ 143 | 192 | (2,175) | 242 | $ (1,598) |
Beginning balance (shares) at Mar. 31, 2020 | 118,700,000 | ||||
Beginning balance at Dec. 31, 2020 | $ 238 | 14,945 | (10,885) | 658 | $ 4,956 |
Beginning balance (shares) at Dec. 31, 2020 | 209,196,827 | 209,196,827 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | $ 0 | 4,617 | 0 | 0 | $ 4,617 |
Net loss | 0 | 0 | (11,887) | 0 | (11,887) |
Other comprehensive income | 0 | 0 | 0 | 57 | 57 |
Ending balance at Mar. 31, 2021 | $ 238 | $ 19,562 | $ (22,772) | $ 715 | $ (2,257) |
Ending balance (shares) at Mar. 31, 2021 | 209,196,827 | 209,196,827 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - FREYR AS € in Thousands, shares in Thousands, kr in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | |
Cash flows from operating activities | ||||
Net loss | $ (11,887,000) | $ (895,000) | $ (9,605,000) | $ (1,201,000) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Depreciation Expense | 10,000 | 3,000 | 15,000 | 1,000 |
Warrant liability fair value adjustment | 0 | 66,000 | 1,670,000 | (1,146,000) |
Redeemable preferred shares fair value adjustment | (6,000) | 0 | 70,000 | |
Convertible notes fair value adjustment | 0 | (24,000) | 201,000 | |
Share-based compensation expense | 4,161,000 | 0 | 535,000 | 192,000 |
Foreign currency transaction gain on redeemable preferred shares | (33,000) | 0 | (807,000) | |
Gain on settlement of warrant liability | (466,000) | |||
Other | 0 | 11,000 | 82,000 | 10,000 |
Changes in assets and liabilities: | ||||
Prepaid assets | (1,545,000) | (158,000) | (408,000) | (15,000) |
VAT receivable | 253,000 | 140,000 | (231,000) | (183,000) |
Accounts payable and accrued liabilities | 1,128,000 | 299,000 | 1,347,000 | 1,151,000 |
Accounts payable and accrued liabilities - related party | 159,000 | 76,000 | 226,000 | 20,000 |
Deferred income | 1,374,000 | 0 | (30,000) | |
Other long term-liabilities | 35,000 | |||
Net cash used in operating activities | (6,392,000) | (482,000) | (7,336,000) | (1,201,000) |
Cash flows from investing activities | ||||
Purchases of property and equipment | (42,000) | (25,000) | (71,000) | (20,000) |
Net cash used in investing activities | (54,000) | (25,000) | (71,000) | (20,000) |
Cash flows from financing activities | ||||
Capital contributions - ordinary shares | 12,351,000 | |||
Issuance costs | (799,000) | |||
Proceeds from issuance of warrant liability | 1,229,000 | |||
Proceeds from issuance of convertible debt | 0 | 660,000 | 1,104,000 | |
Proceeds from issuance of convertible debt - related party | 0 | 423,000 | 427,000 | |
Proceeds from issuance of redeemable preferred shares | 7,500,000 | 0 | 7,500,000 | |
Payments related to convertible debt | (125,000) | |||
Net cash provided by financing activities | 7,500,000 | 1,083,000 | 20,458,000 | 1,229,000 |
Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash | 49,000 | (101,000) | 1,637,000 | (2,000) |
Net increase in cash, cash equivalents, and restricted cash | 1,103,000 | 475,000 | 14,688,000 | 6,000 |
Cash, cash equivalents, and restricted cash at beginning of period | 14,945,000 | 257,000 | 257,000 | 251,000 |
Cash, cash equivalents, and restricted cash at end of period | 16,048,000 | 732,000 | 14,945,000 | 257,000 |
Supplemental disclosures of cash flow information | ||||
Cash paid for interest | 0 | 0 | $ 14,000 | |
Cash paid for income taxes | 0 | 0 | ||
Significant non-cash investing and financing activities | ||||
Conversion of convertible debt to ordinary shares | shares | 1,704 | |||
Equity settlement of warrant liability through issuance of ordinary shares | $ 1,057,000 | |||
Non-cash settlement of warrant liability through assumption of accrued liability | 360,000 | |||
Reconciliation to consolidated balance sheets | ||||
Cash and cash equivalents | 15,768,000 | 682,000 | 14,749,000 | 179,000 |
Restricted cash | 280,000 | 50,000 | 196,000 | 78,000 |
Cash, cash equivalents, and restricted cash | $ 16,048,000 | $ 732,000 | $ 14,945,000 | $ 257,000 |
Business and Basis of Present_3
Business and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Business and Basis of Presentation | 1. Business and Basis of Presentation Description of the Business FREYR AS (the “Company”) was founded on February 1, 2018 and is incorporated and domiciled in Norway. The Company registered with the Norway Register of Business Enterprises on February 21, 2018. The Company is planning the development of lithium-ion battery facilities in Mo i Rana, Norway. The Company’s principal executive offices are in Mo i Rana, Norway. FREYR’s mission and vision is to accelerate the decarbonization of the transportation sector and energy systems by delivering some of the world’s cleanest and most cost-effective batteries. FREYR aims to produce some of the most cost-competitive batteries with the lowest carbon footprints, which could further support the acceleration of the energy transition. FREYR is currently working to develop application of its in-licensed technology and planning the building of the battery factories in Mo i Rana. Planned principal operations have not yet commenced. As of March 31, 2021, FREYR has not derived revenue from its principal business activities. FREYR will initially target energy storage systems (“ESS”), marine applications, commercial vehicles and electric vehicles (“EV”) with slower charge requirements, and then plans to target additional markets, including consumer EVs, through both the licensing model and joint venture model. FREYR plans to produce faster charge battery cells for the broader consumer EV segment through the 24M platforms, as well as through the joint venture business model and potentially additional licensing partnerships. Basis of Presentation and Principles of Consolidation The Company’s condensed consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements herein. The condensed consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain the necessary financing to support its operations. For the three months ended March 31, 2021, the Company, which is in the early stages of development, had no revenues, incurred a net loss of $11,887 thousand and had negative operating cash flows of $6,392 thousand. The Company believes that its current cash is insufficient to cover the expenses it expects to incur during the twelve months after the issuance of the accompanying financial statements. While these factors initially gave rise to substantial doubt about the Company’s ability to continue as a going concern, management has alleviated these doubts through a definitive business combination agreement (“BCA”) to merge with Alussa Energy Acquisition Corp. (“Alussa”) and certain other affiliated entities through a series of transactions (the “Business Combination”) entered into on January 29, 2021. The Business Combination is subject to approval by the shareholders of Alussa and the Company and other customary closing conditions. The Business Combination is anticipated to be accounted for as a reverse capitalization in accordance with U.S. GAAP. In connection with the Business Combination, a subscription agreement was entered into between an affiliate of Alussa and various investors for proceeds of $600,000 thousand (the “PIPE Investment”). The PIPE Investment is conditioned upon the closing of the Business Combination. The proceeds of the PIPE Investment, together with the amounts remaining in Alussa’s trust account following the closing of the Business Combination, will be retained by the post-combination business. | 1. Business and Basis of Presentation Description of the Business FREYR AS (the “Company”) was founded on February 1, 2018 and is incorporated and domiciled in Norway. The Company registered with the Norway Register of Business Enterprises on February 21, 2018. The Company is planning the development of lithium-ion battery facilities in Mo i Rana, Norway. The Company’s principal executive offices are in Mo i Rana, Norway. FREYR’s mission and vision is to accelerate the decarbonization of the transportation sector and energy systems by delivering some of the world’s cleanest and most cost-effective batteries. FREYR aims to produce some of the most cost-competitive batteries with the lowest carbon footprints, which could further support the acceleration of the energy transition. FREYR is currently working to develop application of its in-licensed technology and planning the building of the battery factories in Mo i Rana. Planned principal operations have not yet commenced. As of December 31, 2020, FREYR has not derived revenue from its principal business activities. FREYR will initially target energy storage systems (“ESS”), marine applications, commercial vehicles and electric vehicles (“EV”) with slower charge requirements, and then plans to target additional markets, including consumer EVs, through both the licensing model and joint venture model. FREYR plans to produce faster charge battery cells for the broader consumer EV segment through the 24M platforms, as well as through the joint venture business model and potentially additional licensing partnerships. Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for annual financial information and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. Certain prior period amounts have been reclassified to conform to the current year presentation. The consolidated financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders and the ability of the Company to obtain the necessary financing to support its operations. For the year ended December 31, 2020, the Company, which is in the early stages of development, had no revenues, incurred a net loss of $9,605 thousand and had negative operating cash flows of $7,336 thousand. The Company believes that its current cash is insufficient to cover the expenses it expects to incur during the twelve months after the issuance of the accompanying financial statements. While these factors initially gave rise to substantial doubt about the Company’s ability to continue as a going concern, management has alleviated these doubts through a definitive business combination agreement to merge with Alussa Energy Acquisition Corp. (“Alussa”) and certain other affiliated entities through a series of transactions (the “Business Combination”). The Business Combination is subject to approval by the shareholders of Alussa and the Company and other customary closing conditions. See Note 16 — Subsequent Events for further information on the Company’s planned Business Combination. |
Property and Equipment_2
Property and Equipment | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Property and Equipment | 3. Property and Equipment Property and equipment as of March 31, 2021 and December 31, 2020, consisted of the following (in thousands): As of As of March 31, December 31, 2021 2020 Office equipment $ 140 $ 98 Less: Accumulated depreciation and amortization (26) (15) Less: Foreign currency translation effects (2) (3) Property and equipment, net $ 112 $ 80 Depreciation expense related to property and equipment was $10 thousand and $3 thousand for the three months ended March 31, 2021 and 2020, respectively. | 3. Property and Equipment Property and equipment as of December 31, 2020 and 2019, consisted of the following (in thousands): As of December 31, 2020 2019 Office equipment $ 98 $ 20 Less: Accumulated depreciation and amortization (15) (1) Less: Foreign currency translation effects (3) — Property and equipment, net $ 80 $ 19 Depreciation expense related to property and equipment was $15 thousand and $1 thousand for the years ended December 31, 2020 and 2019, respectively. |
Accrued Liabilities_2
Accrued Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Accrued Liabilities | 4. Accrued Liabilities Accrued liabilities as of March 31, 2021 and December 31, 2020, consisted of the following (in thousands): As of As of March 31, December 31, 2021 2020 Accrued research and development costs (Note 5) $ 86 $ 445 Accrued professional and legal fees 810 245 Accrued payroll and payroll related expenses 787 518 Accrued share-based compensation expense — 460 Accrued other operating costs 47 485 Total accrued liabilities $ 1,730 $ 2,153 | 4. Accrued Liabilities Accrued liabilities as of December 31, 2020 and 2019, consisted of the following (in thousands): As of December 31, 2020 2019 Accrued research and development costs (Note 7) $ 445 $ — Accrued professional and legal fees 245 178 Accrued payroll and payroll related expenses 518 242 Accrued share-based compensation expense 460 — Accrued other operating costs 485 22 Total accrued liabilities $ 2,153 $ 442 |
Warrant Liability
Warrant Liability | 12 Months Ended |
Dec. 31, 2020 | |
FREYR AS | |
Warrant Liability | 5. Warrant Liability On June 10, 2019, the Company entered into an agreement with a third-party investor (the “Investment Agreement”) to issue warrants in exchange for the investor funding cash investments in the Company. Pursuant to the Investment Agreement, the investor will fund cash investments in tranches to support the Company’s two battery projects for the period from the effective date of the agreement through September 30, 2021. On June 15, 2019, the Company entered into an agreement with the investor and other project partners specifying the details about one of the battery projects (the “Innovation Project Agreement”). As specified in the Investment Agreement, the investor is entitled to receive warrants pursuant to the terms of the Investment Agreement based on tranches of cash investments (the “Tranche Warrants”). For each tranche of investment equaling EUR 250 thousand, the investor shall be entitled to receive investor warrants equaling 0.3448% of the outstanding ordinary shares of the Company on a fully diluted basis. In total, the investor shall be entitled to receive Tranche Warrants equaling 10% of the Company’s fully diluted equity capitalization if the full amount of the agreed upon cash investment in the Company is funded by the investor. The investor is entitled to additional warrants (the “Milestone Warrants”) upon the investor’s achievement of certain milestones in relation to the Strategic Battery Cell Technology Partnership (as defined in the Investment Agreement) equaling 4% of the Company’s fully diluted equity capitalization. In addition, pursuant to the Investment Agreement, the investor has the right to invest additional funds in the Company any time during the 12-month period after June 10, 2019. In exchange for the additional investment, the investor is entitled to additional warrants (the “Additional Investment Warrants,” together with the “Tranche Warrants” and the “Milestone Warrants,” are collectively referred to as the “Investment Agreement Warrants”) based on a formula provided by the Investment Agreement. Each Investment Agreement Warrant entitles the investor to purchase one ordinary share of the Company at an exercise price of NOK 0.01 per share. All of the warrants vest immediately upon issuance and can be exercised at any time during the term, which is the longer of (a) three years from the date of issuance, or (b) two years after the completion or termination of the battery project per the Innovation Project Agreement. The Company determined that the Investment Agreement Warrants should be considered a single equity contract and recognized as a liability within the consolidated balance sheets in accordance with ASC 815-10-S99-4. The warrant liability is measured at fair value and is subsequently remeasured at each reporting date with changes recorded as a warrant liability fair value adjustment within the consolidated statements of operations and comprehensive loss. Pursuant to the Investment Agreement, the investor contributed EUR 1,100 thousand ($1,229 thousand) during the year ended December 31, 2019. As of December 31, 2019, the fair value of the Investment Agreement Warrants was $93 thousand, equaling 1.58% of the outstanding ordinary shares of the Company on a fully diluted basis pursuant to the Investment Agreement. As of July 8, 2020, the investor had contributed an additional EUR 221 thousand ($76 thousand) to other project partners in the Innovation Project Agreement on behalf of the Company as a contribution under the terms of the Investment Agreement. As a result of these contributions, the investor was entitled to Investment Agreement Warrants totaling 1.82% of the Company’s fully diluted equity capitalization. Thus, on July 8, 2020, the Company resolved to issue 3,992,792 warrants pursuant to the Investment Agreement. On November 23, 2020, the Company and the investor entered into a separate agreement (“the Termination Agreement”) to terminate the Investment Agreement and the Innovation Project Agreement effective December 31, 2019. In accordance with the Termination Agreement, the Company shall pay EUR 309 thousand ($360 thousand) and issue 2,208,865 ordinary shares ($1,057 thousand) to the investor in order to settle and cancel the Investment Agreement Warrants and reimburse the investor for certain expenditures incurred under the Innovation Project Agreement. On December 18, 2020, the board approved the issuance of the new ordinary shares and the Investment Agreement Warrants lapsed. As of the settlement date on November 23, 2020, the Investment Agreement Warrants were remeasured to fair value and the warrant liability was settled. The warrant liability was derecognized, additional paid-in capital was recognized for the fair value of the ordinary shares issued, a liability was recorded for the cash due, and the remaining balance was recognized as a gain on settlement of warrant liability. In connection with the ordinary shares issued pursuant to the Termination Agreement, the investor contributed NOK 0.01 per share for share capital of NOK 22 thousand ($2 thousand). See Note 8 — Fair Value Measurement and Note 15 — Basic and Diluted Loss Per Share for further information on the Investment Agreement Warrants. |
Convertible Debt
Convertible Debt | 12 Months Ended |
Dec. 31, 2020 | |
FREYR AS | |
Convertible Debt | 6. Convertible Debt Convertible Debt During the first six months of 2020, the Company issued the nine 2020 Convertible Notes, of which seven were issued to third-party investors for a total of NOK 10,342 thousand ($1,104 thousand) and two were issued to related parties and are described below. The 2020 Convertible Notes were issued at par, and no debt issuance costs were incurred. Each of the 2020 Convertible Notes has an interest rate of 10% per annum, recognized as interest expense within the consolidated statement of operations and comprehensive loss, and contains a share-settled redemption feature upon a Qualified Financing Event. A Qualified Financing Event is defined as an event that investors commit to subscribe for shares for an aggregate consideration of at least EUR 10,000 thousand, separate from the 2020 Convertible Notes. The Company elected to apply the fair value option to the 2020 Convertible Notes at the time they were first recognized. Prior to settlement, the fair value of the 2020 Convertible Notes would have been included in convertible debt and convertible debt — related party in the Company’s consolidated balance sheets. On July 2, 2020, the Company settled one of the 2020 Convertible Notes by paying cash for the outstanding principal amount plus accrued and unpaid interest and a prepayment penalty fee for a total of NOK 1,185 thousand ($126 thousand) and entered into amendments with the remaining lenders specifying that the lenders agreed to waive the right to the 30% conversion price discount in exchange for anti-dilution protection. Per the amendment, until the Company is listed on a reputable stock exchange, if any additional ordinary shares are issued by the Company at a price lower than NOK 1.50 per share, the investors will receive additional shares. On July 8, 2020, five lenders exercised their conversion rights at a ratio of NOK 1.50 per share with a total of 5,399,221 ordinary shares issued. One lender exercised its conversion right at the same ratio for 859,463 ordinary shares on July 8, 2020, but shares were issued on December 7, 2020. As a result, NOK 10,700 thousand ($1,130 thousand) was converted into ordinary shares. There were no outstanding 2020 Convertible Notes as of December 31, 2020. See Note 8 — Fair Value Measurement for further information on the 2020 Convertible Notes. Convertible Debt — Related Party During 2018, the Company issued convertible notes totaling NOK 700 thousand ($86 thousand) to three shareholders (the “2018 Convertible Notes”). Per the agreements, the Company could not redeem the 2018 Convertible Notes prior to the maturity date of January 1, 2035. From October 29, 2020 through October 29, 2025, the lenders could, at their option, convert the total of the outstanding principal amount and accrued interest of the 2018 Convertible Notes into the Company’s ordinary shares at a ratio of NOK 0.76 per share. However, on July 8, 2020, the Company’s shareholders approved the early conversion of the 2018 Convertible Notes. All three shareholders exercised their conversion rights at a ratio of NOK 0.76 per share and received 959,501 ordinary shares in exchange for the 2018 Convertible Notes. As a result, NOK 729 thousand ($77 thousand) was converted into ordinary shares. Two of the 2020 Convertible Notes issued were to related parties for a total of NOK 4,000 thousand ($427 thousand). On July 8, 2020, both lenders exercised their conversion rights at a ratio of NOK 1.50 per share with a total of 2,755,068 ordinary shares issued. As a result, NOK 4,709 thousand ($497 thousand) was converted into ordinary shares. See Note 8 — Fair Value Measurement for further information on the 2020 Convertible Notes. |
Commitments and Contingencies_3
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Commitments and Contingencies | 5. Commitments and Contingencies Lease Commitments The Company currently leases its corporate headquarters as well as other real estate leases that are classified as operating leases. Total rent expense was $71 thousand and $28 thousand for the three months ended March 31, 2021 and 2020, respectively. None of the leases have a minimum noncancelable lease term in excess of one year. The Company does not have any leases classified as capital leases. Other Commitments On December 1, 2020, the Company entered into a definitive licensing and services agreement effective December 15, 2020 with 24M to use its Semi-Solid lithium-ion battery platform technology in FREYR’s planned facilities in Mo i Rana, Norway. In accordance with this agreement and a letter agreement dated December 18, 2020, the Company has committed to pay $20,000 thousand for the rights to production of battery cells based on 24M’s current and future technology, as well as the provision of services to the Company, including technical training of engineers, the provision of information relevant to construct and operate the factory and on-site support. $700 thousand was paid and expensed in 2020 at the signing of the memorandum of understanding prior to entering into a definitive agreement. The Company determined that the remaining $19,300 thousand payable would be recognized straight-line over the service period through December 31, 2022, which was extended to December 31, 2023 through the first amendment to the definitive agreement dated January 18, 2021. As of December 31, 2020, $445 thousand was accrued related to the agreement. On January 12, 2021, $2,500 thousand was paid, as prescribed by the definitive agreement. As a result, as of March 31, 2021, a prepaid asset of $374 thousand remained and the Company’s remaining commitments were $2,500 thousand, payable on or before July 31, 2021, as well as $14,300 thousand, payable upon the financial close of the Company’s commercial facility, but no later than December 31, 2021. In accordance with the definitive agreement, the Company will also pay an ongoing royalty fee based on sales volumes with minimum annual payments of $3,000 thousand beginning on the three-year anniversary of the effective date. All expenses related to this definitive agreement are recognized as research and development costs within the condensed consolidated statements of operations and comprehensive loss. The Company entered into agreements with a public Norwegian university to fund professorships and research within the field of energy-efficient battery plants. Under the agreements, the Company has committed to pay NOK 700 thousand annually for four years for a total of NOK 2,800 thousand to fund the professorships and NOK 1,000 thousand annually for eight years for a total of NOK 8,000 thousand to fund the research. As of March 31, 2021, the Company’s remaining commitments were NOK 1,225 thousand ($144 thousand) and NOK 6,000 thousand ($704 thousand) to fund the professorships and research, respectively. All expenses related to these agreements are recognized as research and development costs within the condensed consolidated statements of operations and comprehensive loss. On January 23, 2020, the Company entered into an agreement with the Nordland county municipality related to the mobilization of the battery factory in Mo i Rana. Under the agreement, the Company has committed to pay NOK 500 thousand per year over three years beginning in 2020. As of March 31, 2021, the Company’s remaining commitment was NOK 1,000 thousand ($117 thousand). All expenses related to this agreement are recognized as other operating expenses within the condensed consolidated statements of operations and comprehensive loss. Contingent Liabilities — Litigation The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss with respect to loss contingencies for asserted legal and other claims. However, the outcome of litigation is inherently uncertain. | 7. Commitments and Contingencies Lease Commitments The Company currently leases its corporate headquarters as well as other real estate leases that are classified as operating leases. Total rent expense was $148 thousand and $27 thousand for the years ended December 31, 2020 and 2019, respectively. None of the leases have a minimum noncancelable lease term in excess of one year. The Company does not have any leases classified as capital leases. Other Commitments On December 1, 2020, the Company entered into a definitive licensing and services agreement effective December 15, 2020 with 24M to use its Semi-Solid lithium-ion battery platform technology in FREYR’s planned facilities in Mo i Rana, Norway. In accordance with this agreement and a letter agreement dated December 18, 2020, the Company has committed to pay $20,000 thousand for the rights to production of battery cells based on 24M’s current and future technology, as well as the provision of services to the Company, including technical training of engineers, the provision of information relevant to construct and operate the factory and on-site support. For the year ended December 31, 2020, $700 thousand was paid and expensed at the signing of the memorandum of understanding prior to entering into a definitive agreement. As of December 31, 2020, the Company’s remaining commitments were $2,500 thousand, payable on or before January 15, 2021 and July 31, 2021, as well as $14,300 thousand, payable upon the financial close of the Company’s commercial facility, but no later than December 31, 2021. The Company determined that the $19,300 thousand due under the definitive agreement would be recognized straight-line over the service period. As such, as of December 31, 2020, $445 thousand was accrued related to the agreement. The Company will also pay an ongoing royalty fee based on sales volumes with minimum annual payments of $3,000 thousand beginning on the three-year anniversary of the effective date. All expenses related to this definitive agreement are recognized as research and development costs within the consolidated statements of operations and comprehensive loss. See Note 16 – Subsequent Events for further information on the definitive agreement. The Company entered into agreements with a public Norwegian university to fund professorships, research within the field of energy-efficient battery plants, research positions for battery cell production, and doctoral and post-doctoral fellowships. Under the agreements, the Company has committed to pay NOK 700 thousand annually for four years for a total of NOK 2,800 thousand to fund the professorships, NOK 1,000 thousand annually for eight years for a total of NOK 8,000 thousand to fund the research, NOK 1,450 thousand in January 2021 to fund the research positions and NOK 3,616 thousand to fund the doctoral and post-doctoral fellowships. As of December 31, 2020, the Company’s remaining commitments were NOK 1,925 thousand ($226 thousand), NOK 7,000 thousand ($820 thousand), NOK 1,450 thousand ($170 thousand) and NOK 731 thousand ($86 thousand) to fund the professorships, research, research positions, and doctoral and post-doctoral fellowships, respectively. All expenses related to these agreements are recognized as research and development costs within the consolidated statements of operations and comprehensive loss. On January 23, 2020, the Company entered into an agreement with the Nordland county municipality related to the mobilization of the battery factory in Mo i Rana. Under the agreement, the Company has committed to pay NOK 500 thousand per year over the next three years beginning in 2020. As of December 31, 2020, the Company’s remaining commitment was NOK 1,000 thousand ($117 thousand). All expenses related to this agreement are recognized as other operating expenses within the consolidated statements of operations and comprehensive loss. Contingent Liabilities — Litigation The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss with respect to loss contingencies for asserted legal and other claims. However, the outcome of litigation is inherently uncertain. |
Fair Value Measurement_2
Fair Value Measurement | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Fair Value Measurement | 6. Fair Value Measurement The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring basis according to the valuation techniques the Company uses to determine their fair value (in thousands): As of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Redeemable Preferred Shares $ — $ — $ 15,069 $ 15,069 Total fair value $ — $ — $ 15,069 $ 15,069 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Redeemable Preferred Shares $ — $ — $ 7,574 $ 7,574 Total fair value $ — $ — $ 7,574 $ 7,574 As of March 31, 2021 and December 31, 2020, the carrying value of all other financial assets and liabilities approximated their respective fair values. As of March 31, 2021 and December 31, 2020, the Company measured its redeemable preferred shares (the “preferred shares”) at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. The valuation of the preferred shares used assumptions and estimates that the Company believed would be made by a market participant in making the same valuation. The Company assessed these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates was obtained. Changes in the fair value of the preferred shares related to updated assumptions and estimates were recognized as a redeemable preferred shares fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. The preferred shares outstanding on March 31, 2021 and December 31, 2020 were valued using a scenario-based framework. Within each scenario, an income approach, specifically the discounted cash flow approach, was utilized based on the expected payoffs upon the conversion or redemption event, the estimated yield and the expected probability of occurrence, which management determined was a significant assumption. Using this approach, the Company determined that the fair value of the redeemable preferred shares was $15,069 thousand and $7,574 thousand as of March 31, 2021 and December 31, 2020, respectively. The Company noted that a change in the weighting of the expected forms of settlement would result in a change to the fair value ascribed to the redeemable preferred shares. See Note 7 — Redeemable Preferred Shares for further discussion on the preferred shares. During 2020, the Company issued the 2020 Convertible Notes, of which seven were issued to third-party investors and two were issued to related parties. The Company elected to apply the fair value option to the 2020 Convertible Notes at the time they were first recognized. On July 2, 2020 and July 8, 2020, the 2020 Convertible Notes were settled. Prior to settlement, the 2020 Convertible Notes were valued using a scenario-based framework. This analysis assumed two scenarios that were weighted based on the likelihood of occurrence, one in which a qualified financing event occurred and the other in which no qualified financing event occurred and the 2020 Convertible Notes were redeemed at maturity. On June 10, 2019, the Company entered into an agreement with a third-party investor (the “Investment Agreement”) to issue warrants in exchange for the investor funding cash investments in tranches to support the Company’s two battery projects for the period from the effective date of the agreement through September 30, 2021. The warrant liability was initially valued using a scenario-based framework that assumed varying levels of tranches of investments and the related equity valuation, which caused it to be classified as a Level 3 measurement within the fair value hierarchy. As of June 30, 2020, the Company measured its warrant liability using the indicated transaction price for the private placement that was finalized shortly after period end. This change in the valuation methodology was a result of the availability of inputs corroborated by an observable market transaction, which caused it to be classified as a Level 2 measurement within the fair value hierarchy. As of September 30, 2020, and through settlement on November 23, 2020, the Company measured the fair value of the warrant liability based on inputs corroborated by observable market transactions using the over-the-counter (“OTC”) trading price. The warrant liability was settled on November 23, 2020. The following table presents changes in the Level 3 instruments measured at fair value for the three months ended March 31, 2021 and 2020, respectively (in thousands): For the three months ended March 31, 2021 Redeemable 2020 preferred Convertible Warrant shares Notes liability Balance (beginning of period) $ 7,574 $ — $ — Additions 7,500 — — Fair value measurement adjustments (6) — — Foreign currency exchange effects 1 — — Balance (end of period) $ 15,069 $ — $ — For the three months ended March 31, 2020 Redeemable 2020 preferred Convertible Warrant shares Notes liability Balance (beginning of period) $ — $ — $ 93 Additions — 1,083 — Accrued interest — 8 — Fair value measurement adjustments — (24) 66 Foreign currency exchange effects — (107) (22) Balance (end of period) $ — $ 960 $ 137 | 8. Fair Value Measurement The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring basis according to the valuation techniques the Company uses to determine their fair value (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Redeemable preferred shares $ — $ — $ 7,574 $ 7,574 Total fair value $ — $ — $ 7,574 $ 7,574 As of December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Warrant liability $ — $ — $ 93 $ 93 Total fair value $ — $ — $ 93 $ 93 As of December 31, 2020 and 2019, the carrying value of all other financial assets and liabilities approximated their respective fair values. As of December 31, 2020 and 2019, the Company measured its redeemable preferred shares (the “preferred shares”) and warrant liability for the Investment Agreement Warrants, respectively, at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. The valuation of the preferred shares and warrant liability used assumptions and estimates that the Company believed would be made by a market participant in making the same valuation. The Company assessed these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates was obtained. Changes in the fair value of the preferred shares and warrant liability related to updated assumptions and estimates were recognized as a redeemable preferred shares fair value adjustment and warrant liability fair value adjustment, respectively, within the consolidated statements of operations and comprehensive loss. The preferred shares outstanding on December 31, 2020 were valued using a scenario-based framework. Within each scenario, an income approach, specifically the discounted cash flow approach, was utilized based on the expected payoffs upon the conversion or redemption event, the estimated yield and the expected probability of occurrence, which management determined was a significant assumption. Using this approach, the Company determined that the fair value of the redeemable preferred shares as of December 31, 2020 was $7,574 thousand. The Company noted that a change in the weighting of the expected forms of settlement would result in a change to the fair value ascribed to the redeemable preferred shares. See Note 9 — Redeemable Preferred Shares for further discussion on the preferred shares. No preferred shares were outstanding as of December 31, 2019. The 2020 Convertible Notes were settled on July 2, 2020 and July 8, 2020. See Note 6 — Convertible Debt for further information on the settlement of the 2020 Convertible Notes. Prior to settlement, the 2020 Convertible Notes were valued using a scenario-based framework. This analysis assumed two scenarios that were weighted based on the likelihood of occurrence, one in which a Qualified Financing Event occurred and the other in which no Qualified Financing Event occurred and the 2020 Convertible Notes were redeemed at maturity. The warrant liability outstanding on December 31, 2019 was valued using a scenario-based framework. This analysis assumed varying levels of tranches of investments and the related equity valuation. Given information that was known and knowable as of December 31, 2019, the scenario-based analysis was heavily weighted towards the low scenario, which estimated the equity value of the Company using the cost approach. Based on an assumed equity value of $5,850 thousand, a term of one year, and a risk-free rate of -0.62%, the Company determined that the fair value of the warrant liability as of December 31, 2019 was $93 thousand. The Company noted that a decrease or increase in the estimated equity value of the Company would result in a corresponding lower or higher estimated fair value ascribed to the warrant liability. As of June 30, 2020, the Company measured its warrant liability using the indicated transaction price for the private placement that was finalized shortly after period end. This change in the valuation methodology was a result of the availability of inputs corroborated by an observable market transaction, which caused it to be classified as a Level 2 measurement within the fair value hierarchy. As of September 30, 2020, and through settlement on November 23, 2020, the Company measured the fair value of the warrant liability based on inputs corroborated by observable market transactions using the over-the-counter (“OTC”) trading price. The warrant liability was settled on November 23, 2020 as a result of the Termination Agreement discussed in Note 5 — Warrant Liability. The outstanding warrant liability was valued prior to settlement based on the 3,992,792 Investment Agreement Warrants the investor was entitled to and the OTC share price of the Company’s ordinary share as of November 23, 2020. Pursuant to the Termination Agreement, the warrant liability was settled for EUR 309 thousand ($360 thousand) payable in cash and the issuance of 2,208,865 ordinary shares, for which the value was calculated based on the OTC share price of NOK 4.30 per ordinary share. The following table presents changes in the Level 3 warrant liability measured at fair value for the years ended December 31, 2020 and 2019, respectively (in thousands): For the year ended December 31, 2020 Redeemable 2020 Warrant preferred shares Convertible Notes liability Balance (beginning of year) $ — $ — $ 93 Additions 7,500 1,531 76 Accrued interest — 33 — Fair value measurement adjustments 70 201 233 Foreign currency exchange effects 4 — (6) Transfer to Level 2 — — (396) Settlements — (1,765) — Balance (end of year) $ 7,574 $ — $ — For the year ended December 31, 2019 Redeemable 2020 Warrant preferred shares Convertible Notes liability Balance (beginning of year) $ — $ — $ — Additions — — 1,229 Accrued interest — — — Fair value measurement adjustments — — (1,146) Foreign currency exchange effects — — 10 Transfer to Level 2 — — — Settlements — — — Balance (end of year) $ — $ — $ 93 |
Redeemable Preferred Shares_2
Redeemable Preferred Shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Redeemable Preferred Shares | 7. Redeemable Preferred Shares On November 11, 2020, 7,500,000 redeemable preferred shares were issued, each with a nominal value of NOK 0.01 per share for an aggregate subscription amount of NOK 71,529 thousand ($7,500 thousand) to two affiliates of Alussa in exchange for a cash contribution of $7,500 thousand (the “Preferred Share Preference Amount”). Each preferred share is entitled to a distribution equal to $1, before and in preference to any distribution on the Company’s ordinary shares. Subsequently, each preferred share is entitled to the same distribution per share as the Company’s ordinary shares. The holders of preferred shares are entitled to the same right as ordinary shareholders including one vote per share at the Company’s general meetings. Each preferred share contained automatic settlement features on the earlier of June 30, 2021 or a qualified transaction event. The Company also issued 92,500,000 warrants that were subscribed together with the preferred shares discussed above. Each exercisable warrant shall give the right to subscribe for one new ordinary share of the Company with a subscription price of NOK 0.01 per share (the “Warrant Contribution Amount”). No ordinary shares may be issued pursuant to the warrants unless and until the preferred shares issued are converted into ordinary shares. As such, the warrants are not separately exercisable from the preferred shares and are considered an embedded feature. On February 16, 2021, an additional 7,500,000 redeemable preferred shares were issued, each with a nominal value of NOK 0.01 per share for an aggregate subscription amount of NOK 64,081 thousand ($7,500 thousand) to three affiliates of Alussa in exchange for a Preferred Share Preference Amount of $7,500 thousand. Each preferred share is entitled to the same distribution and rights as the initial 7,500,000 redeemable preferred shares issued. Each preferred share contains automatic settlement features on the earlier of September 30, 2021 or a qualified transaction event. The shareholders also approved to change the date of the automatic settlement features for the initial 7,500,000 redeemable preferred shares from June 30, 2021 to September 30, 2021. If a qualified transaction event occurs no later than September 30, 2021, the preferred shares will be exchanged for an amount of ordinary shares and exercisable warrants based on the sum total of (a) the Preferred Share Preference Amount and (b) the Warrant Contribution Amount divided by the lowest price paid per share in the qualified transaction event. The Business Combination and PIPE Investment are expected to meet the definition of a qualified transaction event. See Note 1 — Business and Basis of Presentation for further information on the Business Combination and PIPE Investment. If the Company determines that a qualified transaction event will not occur before September 30, 2021, the Company may also redeem, at its option, all of the preferred shares for a payment in cash equal to 105% of the Preferred Share Preference Amount. Upon the redemption of the preferred shares, the warrants will be cancelled for no consideration. On September 30, 2021, if the qualified transaction event has not yet occurred and the Company has not redeemed the preferred shares, the preferred shares will be exchanged for an amount of ordinary shares and exercisable warrants based on the sum total of (a) the Preferred Share Preference Amount and (b) the Warrant Contribution Amount divided by a conversion price equal to 80% of the volume weighted average price per ordinary share during the 40 business days immediately preceding September 30, 2021. The Company determined that the preferred shares and warrants should be considered a single financial instrument and recognized as a liability within the condensed consolidated balance sheets. The liability is measured at fair value and will be subsequently remeasured at each reporting date with changes being recorded as a redeemable preferred shares fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. The fair value of the preferred shares and warrants was $15,069 thousand and $7,574 thousand as of March 31, 2021 and December 31, 2020, respectively. See Note 6 — Fair Value Measurement for further information on the preferred shares and warrants. | 9. Redeemable Preferred Shares On November 11, 2020, 7,500,000 redeemable preferred shares were issued, each with a nominal value of NOK 0.01 per share for an aggregate subscription amount of NOK 71,529 thousand ($7,500 thousand) to two affiliates of Alussa in exchange for a cash contribution of $7,500 thousand (the “Preferred Share Preference Amount”). Each preferred share is entitled to a distribution equal to $1, before and in preference to any distribution on the Company’s ordinary shares. Subsequently, each preferred share is entitled to the same distribution per share as the Company’s ordinary shares. The holders of preferred shares are entitled to the same right as ordinary shareholders including one vote per share at the Company’s general meetings. Each preferred share initially contained automatic settlement features on the earlier of June 30, 2021 or a qualified transaction event. On February 16, 2021, the shareholders approved to change the date of the automatic settlement features from June 30, 2021 to September 30, 2021. The Company also issued 92,500,000 warrants that were subscribed together with the preferred shares discussed above. Each exercisable warrant shall give the right to subscribe for one new ordinary share of the Company with a subscription price of NOK 0.01 per share (the “Warrant Contribution Amount”). No ordinary shares may be issued pursuant to the warrants unless and until the preferred shares issued are converted into ordinary shares. As such, the warrants are not separately exercisable from the preferred shares and are considered an embedded feature. If a qualified transaction event occurs no later than September 30, 2021, the preferred shares will be exchanged for an amount of ordinary shares and exercisable warrants based on the sum total of (a) the Preferred Share Preference Amount and (b) the Warrant Contribution Amount divided by the lowest price paid per share in the qualified transaction event. The Business Combination and PIPE Investment are expected to meet the definition of a qualified transaction event. See Note 16 — Subsequent Events for further information on the Business Combination and PIPE Investment. If the Company determines that a qualified transaction event will not occur before September 30, 2021, the Company may also redeem, at its option, all of the preferred shares for a payment in cash equal to 105% of the Preferred Share Preference Amount. Upon the redemption of the preferred shares, the warrants will be cancelled for no consideration. On September 30, 2021, if the qualified transaction event has not yet occurred and the Company has not redeemed the preferred shares, the preferred shares will be exchanged for an amount of ordinary shares and exercisable warrants based on the sum total of (a) the Preferred Share Preference Amount and (b) the Warrant Contribution Amount divided by a conversion price equal to 80% of the volume weighted average price per ordinary share during the 40 business days immediately preceding September 30, 2021. The Company determined that the preferred shares and warrants should be considered a single financial instrument and recognized as a liability within the consolidated balance sheets. The liability is measured at fair value and will be subsequently remeasured at each reporting date with changes being recorded as a redeemable preferred shares fair value adjustment within the consolidated statements of operations and comprehensive loss. As of December 31, 2020, the fair value of the preferred shares and warrants is $7,574 thousand. See Note 8 — Fair Value Measurement for further information on the preferred shares and warrants. |
Shareholders' Equity (Deficit_2
Shareholders' Equity (Deficit) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Shareholders' Equity (Deficit) | 8. Shareholders’ Equity (Deficit) As of March 31, 2021, the Company had ordinary shares with share capital of NOK 2,092 thousand ($238 thousand) comprising 209,196,827 shares at a nominal value of NOK 0.01 per share with NOK 181,055 thousand ($19,562 thousand) in additional paid-in capital. As of December 31, 2020, the Company had ordinary shares with share capital of NOK 2,092 thousand ($238 thousand) comprising 209,196,827 shares at a nominal value of NOK 0.01 per share with NOK 141,380 thousand ($14,945 thousand) in additional paid-in capital. The holders of ordinary shares are entitled to receive dividends as and when declared and are entitled to one vote per share at the Company’s general meetings. | 10. Shareholders’ Equity (Deficit) As of December 31, 2020, the Company has ordinary shares with share capital of NOK 2,092 thousand ($238 thousand) comprising 209,196,827 shares at a nominal value of NOK 0.01 per share with NOK 141,380 thousand ($14,945 thousand) in additional paid-in capital. As of December 31, 2019, the Company had share capital of NOK 1,187 thousand ($143 thousand) comprised 118,700,000 shares at a nominal value of NOK 0.01 per share with NOK 1,690 thousand ($192 thousand) in additional paid-in capital. The holders of ordinary shares are entitled to receive dividends as and when declared and are entitled to one vote per share at the Company’s general meetings. Transactions Related to Ordinary Shares On May 22, 2020, 5,239,777 ordinary shares, each with a nominal value of NOK 0.01 per share and consideration of NOK 1.91 per share, were issued to the municipality of Rana in exchange for an investment totaling NOK 10,000 thousand ($1,000 thousand) in accordance with a shareholder and investment agreement entered into on May 15, 2020 (the “Rana Agreement”). Issuance costs of NOK 53 thousand ($5 thousand) were netted against the proceeds received. On July 8, 2020, as a result of a qualified financing event in which the Company issued shares with consideration of at least NOK 50,000 thousand at an average price that was less than the transaction price of the Rana Agreement, an additional 1,426,890 ordinary shares were issuable to the municipality of Rana. These additional shares had a nominal value of NOK 0.01 per share and were issued for total consideration of NOK 14 thousand ($2 thousand). On July 8, 2020, 71,648,042 ordinary shares were issued in a private placement for proceeds received of NOK 107,472 thousand ($11,348 thousand). Issuance costs of NOK 7,518 thousand ($794 thousand) were netted against the proceeds received. In connection with the private placement and as discussed in Note 6 — Convertible Debt, 11 lenders exchanged their convertible debt for 9,973,253 ordinary shares in accordance with the agreements for the 2018 Convertible Notes and 2020 Convertible Notes. On December 18, 2020, 2,208,865 ordinary shares, each with a nominal value of NOK 0.01 per share, were issued to a third-party investor as part of the settlement and termination of the Investment Agreement discussed in Note 5 — Warrant Liability. |
Share-Based Compensation_2
Share-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Share-Based Compensation | 9. Share-Based Compensation Employee Awards The Company has an Incentive Stock Option Plan (the “2019 Plan”) issued on September 11, 2019. According to the 2019 Plan, options or warrants may be granted to eligible employees, and a total of 5,000,000 ordinary shares may be issued pursuant to the exercise of options and warrants granted. On December 1, 2020, the board of directors approved to increase the amount of ordinary shares to be issued under the 2019 plan by 5,000,000 ordinary shares. As of March 31, 2021, the Company has issued offer letters to 31 employees under the 2019 Plan. Each offer letter provides a grant schedule including the number of options or warrants to be granted on each grant date, the vesting date and the exercise period of the options. For 28 of the employees, the options or warrants will be granted on a quarterly basis over a two-year period and can be exercised at the earliest three years and at the latest five years after the date of the first legal grant date. The options granted to three of the Company’s executives vest based on service-based conditions for a portion of the awards and upon service-based conditions and the achievement of a liquidity-event-driven performance condition. In the event of a change of control, defined as a corporate transaction involving 50% or more of the combined voting power of the equity interests in the Company, the stock options and warrants and performance stock options and warrants already granted or earmarked for an employee’s first year of employment will vest immediately, given that the employee’s employment contract has not been terminated. In accordance with ASC 718, Stock-Based Compensation On January 29, 2021, the Company entered into the BCA, which was simultaneously approved by the board of directors. See Note 1 — Business and Basis of Presentation for further information on the BCA and respective Business Combination. Pursuant to the BCA, the exercise prices for certain employee awards that were not previously known were established. As such, a grant date for accounting purposes was achieved for these employee awards as there was a mutual understanding of the terms and conditions. However, the board of directors does not have the requisite authorization to settle the equity awards in ordinary shares. As such, the employee awards were initially treated as cash-settled liability awards as of January 29, 2021. On February 16, 2021, the share settlement of the employee awards was approved by the Company’s shareholders at an extraordinary general meeting, and as a result, the awards were reclassified from liability to equity. On February 16, 2021, the share-based compensation liability of $38 thousand recognized in other long-term liabilities as of December 31, 2020 related to these employee awards was reclassified to equity. In addition to establishing a mutual understanding of the key terms and conditions for certain employee awards, the BCA also established a performance condition that will adjust the exercise price of certain options and warrants upon the close of the Business Combination. As a result, the total cumulative share-based compensation expense to be recognized for the employee awards will be based on the fair value of the awards estimated at the grant date for the condition or outcome that is actually satisfied, that is, the service-based condition or the liquidity-event-driven performance condition. Share-based compensation expense has not been recognized for awards that will only vest upon on the achievement of the close of the transaction or an alternative liquidity event as these events are not considered probable as of March 31, 2021. Share-based compensation expense is recognized as general and administrative expense within the condensed consolidated statements of operations and comprehensive loss. The following table sets forth the activity relating to the employee awards outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise price contractual life intrinsic March 31, 2021 Number (NOK) (years) value Awards outstanding at beginning of period 375,000 1.50 4.75 $ 365 Awards granted 2,454,583 3.87 4.47 $ 2,704 Awards outstanding at end of period 2,829,583 3.56 4.47 $ 3,068 Awards exercisable at end of period — — — $ — The following table sets forth the activity relating to performance employee awards outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise price contractual life intrinsic March 31, 2021 Number (NOK) (years) value Performance awards outstanding at beginning of period 625,000 1.50 4.75 $ 608 Performance awards granted 2,291,667 4.04 4.69 2,577 Performance awards outstanding at end of period 2,916,667 3.49 4.65 $ 3,185 Performance awards exercisable at end of period — — — $ — Assumptions used to determine the fair value of employee awards and performance employee awards using the Black-Scholes-Merton option pricing model are as follows: For the three months ended March 31, 2021 Range of Assumptions Grant date fair value per warrant or option $ 1.13 — $ 2.00 Valuation assumptions: Expected term (years) 4.12 — 4.88 Expected volatility 45.50 % — 46.93 % Expected dividend yield 0.00 % — 0.00 % Risk-free interest rate (0.66) % — (0.63) % The expected option and warrant terms were calculated using the remaining contractual term as the employee awards and performance employee awards were deeply in-the-money as of the valuation date. The expected volatilities were derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected terms of the share-based awards. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rates were based on the AAA-Rated Euro Area Central Government Bond Yields. Compensation expense recorded for the three months ended March 31, 2021 for the employee awards was $376 thousand. As of March 31, 2021, unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the 2019 Plan was $4,532 thousand. The expense is expected to be fully recognized over a period of 2.45 years. As noted above, the final measure of compensation expense for the employee awards will be based on the amount estimated at the grant date for the condition or outcome that is actually achieved. Upon the close of the Business Combination, 5,649,792 options and warrants will vest with a weighted-average grant date fair value of $1.65 per option or warrant as of February 16, 2021. No compensation expense was recorded for the three months ended March 31, 2020. Nonemployee Awards — Related Party On March 1, 2019, the Company entered into a consulting agreement with EDGE Global LLC (“EDGE”) for the Company’s CEO and Chief Commercial Officer (“CCO”) to be hired in to perform certain services related to leadership, technology selection and operational services (the “2019 EDGE Agreement”). Per the 2019 EDGE Agreement, the Company agreed to issue 8,315,902 warrants to EDGE equaling 6.5% of the total outstanding shares of the Company as of the effective date of the 2019 EDGE Agreement. On July 8, 2020, the Company resolved to issue 8,315,902 warrants to EDGE under the 2019 EDGE Agreement upon the consummation of a New Capital Raise as defined in the 2019 EDGE Agreement. The warrants may be exercised at the latest of May 15, 2024. Each warrant shall give the right to subscribe for one new ordinary share of the Company with a subscription price of NOK 1.44 per share. On September 1, 2020, the Company amended the 2019 EDGE Agreement, effective as of July 1, 2020 (the “2020 EDGE Agreement”). This amendment extended the term of the 2019 EDGE agreement to December 31, 2021, and also set forth the new terms and conditions governing EDGE’s engagement with the Company. Under the 2020 EDGE Agreement, the Company agreed to issue 3,838,401 warrants to EDGE. The warrants will vest over an eighteen-month graded vesting period and expire on September 30, 2025. Each warrant provided the right to subscribe for one new ordinary share of the Company with a subscription price of NOK 1.50 per share. On September 25, 2020, the board approved the modification of the subscription price to be NOK 1.85 per share. On October 6, 2020, the issuance of warrants was approved by the Company’s shareholders at the extraordinary general meeting reclassifying the award from a liability to equity after which the fair value of the award was no longer remeasured. The following table sets forth the activity relating to warrants outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise contractual life intrinsic March 31, 2021 Number price (NOK) (years) value Warrants outstanding at beginning of period 12,154,303 1.57 3.81 $ 11,724 Warrants granted — — — — Warrants outstanding at end of period 12,154,303 1.57 3.56 $ 16,012 Warrants exercisable at end of period 10,235,110 1.52 3.38 $ 13,547 Assumptions used to determine the fair value of warrants under the EDGE Agreements using the Black-Scholes-Merton option pricing model are as follows: July 8, October 6, 2020 2020 Grant date fair value per warrant $ 0.05 $ 0.07 Valuation assumptions: Expected term (years) 4.00 2.80 Expected volatility 43.29 % 43.10 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate (0.65) % (0.71) % The expected term was calculated using the simplified method based on the warrants vesting term and contractual terms as there was not sufficient relevant historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The expected volatility was derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the share-based grants. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rate was based on the AAA-Rated Euro Area Central Government Bond Yields. The fair value of warrants related to the EDGE Agreement which vested during the three months ended March 31, 2021 was $46 thousand. No warrants vested during the three months ended March 31, 2020. Compensation expense recorded for the three months ended March 31, 2021 for the warrants was $46 thousand. As of March 31, 2021, unrecognized compensation expense related to non-vested share-based compensation arrangements granted for the nonemployee awards was $137 thousand. The expense is expected to be fully recognized over 0.75 years. No compensation expense was recorded for the three months ended March 31, 2020. See Note 12 — Related Party Transactions for further information on the non-equity-based compensation arrangements pursuant to the consulting agreements between the Company and EDGE. Nonemployee Awards On December 4, 2020, the Company entered into an agreement with a third-party service provider for its support in initiating and enabling high-level discussions with Japanese technology providers with the purpose of entering into license agreements. In accordance with the agreement, the Company planned to issue 2,308,526 warrants as payment-in-kind. Per the agreement, the warrants vest immediately and may be exercised at any time with the latest being September 30, 2023. As of December 31, 2020, as the warrants had yet to be approved by the shareholders, they were treated as cash-settled liability awards. Until the share issuance is approved by the shareholders, the third-party service provider retains a put option to demand cash payment in the amount of EUR 375 thousand ($427 thousand), which was recognized as accrued share-based compensation expense within accrued liabilities in the Company’s condensed consolidated balance sheets as of December 31, 2020. On February 16, 2021, the Company’s shareholders resolved to issue the 2,308,526 warrants with an exercise price of NOK 0.01. On March 8, 2021, the warrants were subscribed for by the third-party service provider, and as the put option was no longer in the control of the third-party service provider, the warrants were reclassified from liability to equity and remeasured to the fair value on the date of subscription. As part of this reclassification, the share-based compensation liability of $460 thousand recognized in accrued liabilities as of December 31, 2020 was reclassified to equity. The following table sets forth the activity relating to warrants outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise price contractual life intrinsic March 31, 2021 Number (NOK) (years) value Warrants outstanding at beginning of period 2,308,526 0.01 2.75 $ 2,649 Warrants granted — — — — Warrants outstanding at end of period 2,308,526 0.01 2.50 $ 3,464 Warrants exercisable at end of period 2,308,526 0.01 2.50 $ 3,464 Assumptions used to determine the fair value of warrants using the Black-Scholes-Merton option pricing model are as follows: March 8, 2021 Grant date fair value per warrant $ 1.82 Valuation assumptions: Expected term (years) 3.00 Expected volatility 49.80 % Expected dividend yield 0.00 % Risk-free interest rate (0.66) % The expected term is the contractual term per the agreement between the Company and the third-party service provider. The expected volatility was derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the options. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rate was based on the AAA-Rated Euro Area Central Government Bond Yields as well, as US Treasury Rates. The fair value of the warrants issued to the third-party service provider which vested during the three months ended March 31, 2021 was $4,200 thousand. No warrants vested during the three months ended March 31, 2020. Compensation expense recorded for the three months ended March 31, 2021 for the warrants was $3,739 thousand. As of March 31, 2021, all compensation expense was recognized related to the share-based compensation arrangement. There was no compensation expense recorded for the three months ended March 31, 2020. | 11. Share-Based Compensation Employee Awards The Company has an Incentive Stock Option Plan (the “2019 Plan”) issued on September 11, 2019. According to the 2019 Plan, options may be granted to eligible employees, and a total of 5,000,000 ordinary shares may be issued pursuant to the exercise of options granted. On December 1, 2020, the board of directors approved to increase the amount or ordinary shares to be issued under the 2019 plan by 5,000,000. As of December 31, 2020, the Company has issued offer letters to 22 employees under the 2019 Plan. Each offer letter provides a grant schedule including the number of options to be granted on each grant date, the vesting date and the exercise period of the options. For 21 of the employees, the options will be granted on a quarterly basis over a two-year period and can be exercised at the earliest three years and at the latest five years after the date of the first legal grant date. The options granted to the Company’s Chief Financial Officer (“CFO”) will cliff vest, while the performance options will vest based on a liquidity-event-based performance condition. In the event of a change of control, defined as a corporate transaction involving 50% or more of the combined voting power of the equity interests in the Company, the stock options and performance stock options already granted or earmarked for an employee’s first year of employment will vest immediately, given that the employee’s employment contract has not been terminated. In accordance with ASC 718, Stock-Based Compensation, the grant date should be the date at which an employer and an employee reach a mutual understanding of the key terms and conditions of a share-based payment award. In addition, individual awards that are subject to approval by the board of directors, management, or both are not deemed to be granted until all such approvals are obtained. At board meetings on July 1, 2020 and September 2, 2020, the Company resolved to issue 900,000 options and 1,360,000 options, respectively, to its employees under the 2019 Plan. However, as of December 31, 2020, the exercise prices of these options have not been determined by the board of directors and there is not a mutual understanding of the terms and conditions of the awards, except for the options granted to the CFO. As a result, a grant date for accounting purposes has been achieved only for the options granted to the CFO. As the board does not have the authorization to issue shares and settle the options in equity without shareholder approval, the options granted to the CFO will be treated as cash-settled liability awards until approved by the shareholders. The stock options and performance stock options were granted to the CFO with an exercise price of NOK 1.50 per share. The stock options cliff vest on October 1, 2023 and expire on September 30, 2025. The performance stock options vest on liquidity events, i.e., the close of funding for the first two facilities, that are not considered probable as of December 31, 2020 as the liquidity events have not yet occurred. The following table sets forth the activity relating to stock options outstanding for the year ended December 31, 2020 (aggregate intrinsic value in thousands): Weighted average Weighted remaining average exercise contractual life Aggregate For the year ended December 31, 2020 Number price (NOK) (years) intrinsic value Options outstanding at beginning of year — — Options granted 375,000 1.50 Options outstanding at end of year 375,000 1.50 4.75 $ 365 Options exercisable at end of year — — — $ — The following table sets forth the activity relating to performance stock options outstanding for the year ended December 31, 2020 (aggregate intrinsic value in thousands): Weighted average Weighted remaining average exercise contractual life Aggregate For the year ended December 31, 2020 Number price (NOK) (years) intrinsic value Performance options outstanding at beginning of year — — Performance options granted 625,000 1.50 Performance options outstanding at end of year 625,000 1.50 4.75 $ 608 Performance options exercisable at end of year — — — $ — Assumptions used to determine the fair value of options and performance options granted to the CFO using the Black-Scholes-Merton option pricing model are as follows: As of December 31, 2020 Fair value per option $ 0.97 Valuation assumptions Expected option term (years) 4.75 Expected volatility 45.70 % Expected dividend yield 0.00 % Risk-free interest rate (0.73) % The expected option term was calculated using the remaining contractual term as the options and performance options were deeply in-the-money as of the valuation date. The expected volatility was derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the share-based grants. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rate was based on the AAA-Rated Euro Area Central Government Bond Yields. Compensation expense recorded for the year ended December 31, 2020 for the stock options was $35 thousand. As of December 31, 2020, unrecognized compensation expense related to non-vested stock-based compensation arrangements granted under the 2019 Plan was $326 thousand. The expense is expected to be fully recognized over a period of 2.75 years. Nonemployee Awards — Equity Classified On October 15, 2018, the Company entered into a consulting agreement with EDGE Global LLC (“EDGE”) for the Company’s CEO and Chief Commercial Officer (“CCO”) to perform certain services related to leadership, technology selection and operational services (the “2018 EDGE Agreement”). Under the 2018 EDGE Agreement, the Company would issue EDGE options equaling 2% of the total outstanding ordinary shares of the Company on a fully diluted basis prior to January 31, 2019. In addition, upon completion of certain debt or equity transactions meeting specified thresholds, the Company agreed to issue options equaling 5% of the total outstanding ordinary shares of the Company on a fully diluted basis to EDGE. The terms and conditions under the 2018 EDGE Agreement were subsequently superseded by a new consulting agreement entered into between the Company and EDGE on November 1, 2018 (the “New 2018 EDGE Agreement”). The options under the 2018 EDGE agreement were not approved by the board of directors and an exercise price for the options was not determined. There were no options issued to EDGE under the 2018 EDGE Agreement. Per the New 2018 EDGE Agreement, the Company agreed to issue options equaling 12.5% of the total outstanding ordinary shares of the Company on a fully diluted basis. The exercise price of the options was not set and there was no mutual understanding of the key terms of the arrangement prior to the New 2018 EDGE Agreement being superseded by a new consulting agreement entered into between the Company and EDGE on March 1, 2019 (the “2019 EDGE Agreement”). No options were issued to EDGE under the New 2018 EDGE Agreement. Per the 2019 EDGE Agreement, the Company agreed to issue 8,315,902 warrants to EDGE equaling 6.5% of the total outstanding shares of the Company as of the effective date of the 2019 EDGE Agreement. On July 8, 2020, the Company resolved to issue 8,315,902 warrants to EDGE under the 2019 EDGE Agreement upon the consummation of a New Capital Raise as defined in the 2019 EDGE Agreement. The warrants may be exercised at the latest of May 15, 2024. Each warrant shall give the right to subscribe for one new ordinary share of the Company with a subscription price of NOK 1.44 per share. On September 1, 2020, the Company amended the 2019 EDGE Agreement, effective as of July 1, 2020 (the “2020 EDGE Agreement”). This amendment extended the term of the 2019 EDGE agreement to December 31, 2021, and also set forth the new terms and conditions governing EDGE’s engagement with the Company. Under the 2020 EDGE Agreement, the Company agreed to issue 3,838,401 warrants to EDGE. The warrants will vest over an eighteen-month graded vesting period and expire on September 30, 2025. Each warrant provided the right to subscribe for one new ordinary share of the Company with a subscription price of NOK 1.50 per share. On September 25, 2020, the board approved the modification of the subscription price to be NOK 1.85 per share. On October 6, 2020, the issuance of warrants was approved by the Company’s shareholders at the extraordinary general meeting reclassifying the award from a liability to equity after which the fair value of the award is no longer remeasured. The following table sets forth the activity relating to warrants outstanding for the year ended December 31, 2020 (aggregate intrinsic value in thousands): Weighted average Weighted remaining average exercise contractual life Aggregate For the year ended December 31, 2020 Number price (NOK) (years) intrinsic value Warrants outstanding at beginning of year — — Warrants granted 12,154,303 1.57 Warrants outstanding at end of year 12,154,303 1.57 3.81 $ 11,724 Warrants exercisable at end of year 9,595,374 1.49 3.56 $ 9,340 Assumptions used to determine the fair value of warrants under the EDGE Agreements using the Black-Scholes-Merton option pricing model are as follows: July 8, October 6, 2020 2020 Grant date fair value per warrant $ 0.05 $ 0.07 Valuation assumptions Expected term (years) 4.00 2.80 Expected volatility 43.29 % 43.10 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate (0.65) % (0.71) % The expected term is calculated using the simplified method based on the warrants vesting term and contractual terms as there was not sufficient relevant historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The expected volatility was derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the share-based grants. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rate was based on the AAA-Rated Euro Area Central Government Bond Yields. Compensation expense recorded for the year ended December 31, 2020 for the warrants was $535 thousand. As of December 31, 2020, unrecognized compensation expense related to non-vested stock-based compensation arrangements granted for the nonemployee awards was $183 thousand. The expense is expected to be fully recognized over one year. Additionally, the two founders of the Company (the “Founders”) agreed to sell to EDGE shares currently owned by the Founders equaling 14.5% of the total outstanding ordinary shares of the Company on a fully diluted basis at NOK 0.01 per share. On May 20, 2019, the Founders entered into a purchase agreement with EDGE (the “Stock Purchase Agreement”) pursuant to the 2019 EDGE Agreement, and EDGE purchased 18,550,858 ordinary shares with a value of NOK 0.10 per share from the Founders. The ordinary shares sold to EDGE under the Stock Purchase Agreement represented share-based compensation to EDGE in exchange for services, as they were specified as part of the total service fees pursuant to the 2019 EDGE Agreement and sold to EDGE at a discount (i.e., at the par value of the ordinary shares). For the year ended December 31, 2019, the Company recognized $192 thousand of share-based compensation expense, which was calculated based on the difference between the fair value and the purchase price multiplied by the number of ordinary shares purchased by EDGE. See Note 14 — Related Party Transactions for further information on the non-equity-based compensation arrangements pursuant to the consulting agreements between the Company and EDGE. Nonemployee Awards – Liability Classified On December 4, 2020, the Company entered into an agreement with a third-party service provider for its support in initiating and enabling high-level discussions with Japanese technology providers with the purpose of entering into license agreements. The Company plans to issue 2,308,526 warrants as payment-in-kind. The warrants will vest immediately and may be exercised at any time with the latest being September 30, 2023. As the warrants have yet to be approved by the shareholders, they will be treated as cash-settled liability awards until approved by the shareholders. Until the share issuance is approved by the shareholders, the third-party service provider retains a put option to demand cash payment in the amount of EUR 375 thousand ($427 thousand) recognized as accrued share-based compensation expense within accrued liabilities in the Company’s consolidated balance sheet. Once approved by the shareholders, the warrants will be remeasured to fair value and reclassified from a liability to equity. On February 16, 2021, the Company’s shareholders resolved to issue the 2,308,526 warrants with an exercise price of NOK 0.01. Compensation expense recorded for the year ended December 31, 2020 for the warrants was $427 thousand. |
Government Grants_2
Government Grants | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Government Grants | 10. Government Grants On February 12, 2021, the Company was awarded a grant for research, development and innovation in environmental technology. The grant was awarded to assist with the costs incurred associated with employees and staff, contract research and consultants, overhead and operating expenses and intellectual property, patents and licenses. The grant is paid out in three installments based on meeting certain milestones in the agreement, in which the last milestone is payable after the final project report is approved. The grant is subject to meeting certain business size thresholds and conditions, such as documenting and supporting costs incurred, obtaining a third-party attestation of the Company’s related records and implementing policies that demonstrate good corporate governance. For the portion of any grant received for which costs have not yet been either incurred or supported through the appropriate documentation, the Company recognizes deferred income in the condensed consolidated balance sheets. Although the first milestone was met during the three months ended March 31, 2021, the appropriate documentation of the financing of project costs and third-party attestation had not yet occurred. As such, for the three months ended March 31, 2021, the Company recognized $1,372 thousand as deferred income in the condensed consolidated balance sheets. On March 1, 2021, the Company was awarded a grant for the development and construction of the pilot plant in Mo i Rana, Norway. The grant was awarded to assist with the costs incurred associated with payroll, rent and depreciation, research and development costs, costs directly related to the production of the pilot and other operating expenses. The grant is paid in arrears upon request based on progress and accounting reports with the last milestone becoming payable after the final project report is approved. The grant is subject to achieving successful financing of the pilot plant and other conditions, such as documenting and supporting costs incurred and obtaining a third-party attestation of the Company’s related records. For the three months ended March 31, 2021, the Company had not yet satisfied the requirements and thus did not recognize any income within the condensed consolidated statements of operations and comprehensive loss. | 12. Government Grants On September 4, 2018, the Company was awarded a grant for research, development and innovation. The grant was awarded to assist with the costs incurred associated with employees and staff, contract research and overhead and operating expenses. The grant is paid out in three installments based on meeting certain milestones in the agreement, in which the last milestone is payable after the final project report is approved. The second milestone was met during the year ended December 31, 2019 and the third milestone was met during the year ended December 31, 2020 with $138 thousand and $41 thousand, respectively, recognized as other income within the consolidated statements of operations and comprehensive loss. On March 5, 2020, the Company was awarded an additional grant for research, development and innovation. Similar to the grant awarded in 2018, the 2020 grant is paid out in three installments based on meeting certain milestones in the agreement, in which the last payment milestone is payable after the final project report is approved. All milestones were met during the year ended December 31, 2020 and $747 thousand was recognized as other income within the consolidated statements of operations and comprehensive loss. |
Income Taxes_2
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Income Taxes | 11. Income Taxes The Company has no provision for income taxes for the three months ended March 31, 2021 and 2020. The Company has no current tax expense, as a result of historical losses, and has no current deferred tax expense, as a result of the valuation allowance against its deferred tax assets. Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based upon the available evidence, which includes the Company’s historical operating performance, cumulative net losses and projected future losses, the Company has recognized a valuation allowance against its deferred tax assets. The Company’s valuation allowance increased by $1,701 thousand and $187 thousand for the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2021 and 2020, the Company had net operating loss carryforwards of approximately $19,882 thousand and $2,911 thousand, respectively. These net operating loss carryforwards can be carried forward by the Company indefinitely. As of March 31, 2021 and December 31, 2020, the Company recorded $4,097 thousand and $2,397 thousand, respectively, in valuation allowance against the deferred tax assets. Any difference between the valuation allowance noted here and the change in valuation allowance noted above is due to foreign currency translation differences. The Company records unrecognized tax benefits in accordance with ASC 740-10, Income Taxes uncertain tax positions taken or expected to be taken in the Company’s income tax return. In accordance with the guidance, the Company did not have any unrecognized tax benefits as of March 31, 2021 and December 31, 2020. A reconciliation of the effective rate of tax and tax rate in the Company’s country of registration, Norway, (in thousands, except percentages): For the three months ended March 31, 2021 2020 Pretax net loss $ (11,887) $ (895) Statutory tax rate 22 % 22 % Income taxes calculated at statutory tax rate $ (2,615) $ (197) Changes in valuation allowance 1,701 187 Permanent tax items 914 10 Effect of change in exchange rate — — Effect of change in tax rate — — Tax expense $ — $ — Effective rate of tax 0 % 0 % Deferred taxes result from temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities. As of March 31, 2021 and December 31, 2020, the Company had no net deferred tax asset. The principal components of the deferred tax assets and liabilities are summarized as follows (in thousands): As of As of March 31, December 31, 2021 2020 Deferred tax assets Tax losses carryforwards $ 4,374 $ 2,494 Accruals and provisions for liabilities — — Total deferred tax assets before valuation allowance 4,374 2,494 Valuation allowance (4,097) (2,397) Total deferred tax assets 277 97 Deferred tax liabilities Property and equipment 3 2 Prepayment and deferred income 274 95 Total deferred tax liabilities 277 97 Net deferred tax asset $ — $ — | 13. Income Taxes The Company has no provision for income taxes for the years ended December 31, 2020 and 2019. The Company has no current tax expense, as a result of historical losses, and has no current deferred tax expense, as a result of the valuation allowance against its deferred tax assets. Recognition of deferred tax assets is appropriate when realization of such assets is more likely than not. Based upon the available evidence, which includes the Company’s historical operating performance, cumulative net losses and projected future losses, the Company has recognized a valuation allowance against its deferred tax assets. The Company’s valuation allowance increased by $1,728 thousand and $468 thousand for the years ended December 31, 2020 and 2019, respectively. For the years ended December 31, 2020 and 2019, the Company had net operating loss carryforwards of approximately $11,336 thousand and $2,255 thousand, respectively. These net operating loss carryforwards can be carried forward by the Company indefinitely. As of December 31, 2020 and 2019, the Company recorded $2,397 thousand and $485 thousand, respectively, in valuation allowance against the deferred tax assets. Any difference between the valuation allowance noted here and the change in valuation allowance noted above is due to foreign currency translation differences. The Company records unrecognized tax benefits in accordance with ASC 740-10, Income Taxes. ASC 740-10 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return. In accordance with the guidance, the Company did not have any unrecognized tax benefits as of December 31, 2020 and 2019. A reconciliation of the effective rate of tax and tax rate in the Company’s country of registration, Norway, (in thousands, except percentages): For the year ended December 31, 2020 2019 Pretax net loss $ (9,605) $ (1,201) Statutory tax rate 22 % 22 % Income taxes calculated at statutory tax rate $ (2,113) $ (264) Changes in valuation allowance 1,728 468 Permanent tax items 385 (205) Effect of change in exchange rate — — Effect of change in tax rate — 1 Tax expense $ — $ — Effective rate of tax 0 % 0 % Deferred taxes result from temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities. As of December 31, 2020 and 2019, the Company had no net deferred tax asset. The principal components of the deferred tax assets and liabilities are summarized as follows (in thousands): As of December 31, 2020 2019 Deferred tax assets Tax losses carryforwards $ 2,494 $ 496 Accruals and provisions for liabilities — — Total deferred tax assets before valuation allowance 2,494 496 Valuation allowance (2,397) (485) Total deferred tax assets 97 11 Deferred tax liabilities Property and equipment 2 1 Prepayment and deferred income 95 10 Total deferred tax liabilities 97 11 Net deferred tax asset $ — $ — |
Related Party Transactions_2
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Related Party Transactions | 12. Related Party Transactions Accounts payable and accrued liabilities — related party as of March 31, 2021 and December 31, 2020, consisted of the following (in thousands): As of As of March 31, December 31, 2021 2020 Accounts payable $ 362 $ 320 Accrued professional and legal fees 119 — Accrued other operating costs — 2 Total accounts payable and accrued liabilities – related party $ 481 $ 322 Consulting Agreements The 2019 EDGE Agreement provided that the Company shall pay EDGE a monthly retainer fee. See Note 9 — Share Based Compensation for further discussion on the option agreements between the Company and EDGE. Furthermore, the Company agreed to make certain milestone payments to EDGE based on the closing of certain additional financing rounds as defined within the 2019 EDGE Agreement. The 2019 EDGE Agreement was superseded on September 1, 2020 by the 2020 EDGE Agreement which extended the term of the 2019 EDGE agreement to December 31, 2021 and set forth the new terms and conditions governing EDGE’s engagement with the Company. Under the 2020 EDGE Agreement, the monthly cash retainer was adjusted to $40 thousand and EDGE was entitled to a discretionary annual cash bonus in 2020 up to 30% of the total amount of the monthly cash retainer. However, at its discretion, the Company decided not to pay the annual cash bonus. In addition, EDGE was eligible for 30% of the Company’s targeted management bonus pool of NOK 25,000 thousand ($2,000 thousand), which the Company intends to establish to reward management’s efforts upon the successful close of the financing of the battery facility prior to June 30, 2021. On January 18, 2021, the board resolved to terminate the 2020 EDGE Agreement and enter into individual contracts, subject to the closing of the Business Combination. Pursuant to the termination, EDGE will no longer be eligible to participate in the Company’s targeted management bonus pool. The expenses incurred in relation to the consulting services provided for the three months ended March 31, 2021 and 2020 were $130 thousand and $127 thousand, respectively. These expenses are recognized as general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss. The unpaid amount of $6 thousand and $42 thousand was recognized in accounts payable and accrued liabilities — related party as of March 31, 2020 and December 31, 2020, respectively. In 2020, the Company entered into a framework agreement with Metier OEC, which provides for consulting services. The CEO of Metier OEC is the brother of the Executive Vice President Projects of the Company. The expenses incurred in relation to the consulting services provided for the three months ended March 31, 2021 and 2020 were $1,168 thousand and $77 thousand, respectively. These expenses are recognized as other operating expenses within the condensed consolidated statements of operations and comprehensive loss. The unpaid amount of $475 thousand and $280 thousand was recognized in accounts payable and accrued liabilities — related party as of March 31, 2021 and December 31, 2020, respectively. Convertible Debt During the three months ended March 31, 2020, the Company issued two related party 2020 Convertible Notes. See Note 6 — Fair Value Measurement for further discussion. | 14. Related Party Transactions Accounts payable and accrued liabilities – related party as of December 31, 2020 and 2019, consisted of the following (in thousands): As of December 31, 2020 2019 Accounts payable $ 320 $ 31 Accrued professional and legal fees — 21 Accrued other operating costs 2 20 Accrued interest — 3 Total accounts payable and accrued liabilities – related party $ 322 $ 75 Consulting Agreements The 2019 EDGE Agreement provided that the Company shall pay EDGE a monthly retainer fee. See Note 11 — Share Based Compensation for further discussion on the option agreements between the Company and EDGE. Furthermore, the Company agreed to make certain milestone payments to EDGE based on the closing of certain additional financing rounds as defined within the 2019 EDGE Agreement. The 2019 EDGE Agreement was superseded on September 1, 2020 by the 2020 EDGE Agreement which extended the term of the 2019 EDGE agreement to December 31, 2021 and set forth the new terms and conditions governing EDGE’s engagement with the Company. Under the 2020 EDGE Agreement, the monthly cash retainer was adjusted to $40 thousand and EDGE was entitled to a discretionary annual cash bonus in 2020 up to 30% of the total amount of the monthly cash retainer. However, at its discretion, the Company decided not to pay the annual cash bonus. In addition, EDGE was eligible for 30% of the Company’s targeted management bonus pool of NOK 25,000 thousand ($2,000 thousand), which the Company intends to establish to reward management’s efforts upon the successful close of the battery facility prior to June 30, 2021. See Note 11 — Share Based Compensation for further discussion on agreements between the Company and EDGE. On January 18, 2021, the board resolved to terminate the 2020 EDGE Agreement and enter into individual contracts, subject to the closing of the Business Combination. Pursuant to the termination, EDGE will no longer be eligible to participate in the Company’s targeted management bonus pool. The expenses incurred in relation to the consulting services provided for the years ended December 31, 2020 and 2019 were $568 thousand and $473 thousand, respectively. The unpaid amount of $42 thousand and $51 thousand was recognized in accounts payable and accrued liabilities — related party as of December 31, 2020 and 2019, respectively. In 2018, the Company agreed to reimburse expenses incurred on behalf of the Company by Njordr, owned by the Company’s chairman of the board and considered a related party, for consulting work performed related to the development of the 600 MW onshore wind park in the Rana and Nesna municipalities. The unpaid amount of nil and $21 thousand was recognized in accounts payable and accrued liabilities — related party as of December 31, 2020 and 2019, respectively. In 2020, the Company entered into a framework agreement with Metier OEC, which provides for consulting services. The CEO of Metier OEC is the brother of the Chief Operating Officer (“COO”) of the Company. The expenses incurred in relation to the consulting services provided for the years ended December 31, 2020 and 2019 were $917 thousand and nil, respectively. The unpaid amount of $280 thousand and nil was recognized in accounts payable and accrued liabilities — related party as of December 31, 2020 and 2019, respectively. Convertible Debt During the year ended December 31, 2020, the Company converted the 2018 Convertible Notes and settled the two related party 2020 Convertible Notes through the issuance of equity at the specified conversion rate. See Note 6 — Convertible Debt for further discussion. |
Basic and Diluted Net Loss Pe_6
Basic and Diluted Net Loss Per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Basic and Diluted Net Loss Per Share | 13. Basic and Diluted Net Loss Per Share The Company uses the two-class method to calculate net loss per share for the three months ended March 31, 2021. Under the two-class method, undistributed earnings for the period are allocated to participating securities, including the redeemable preferred shares, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there is no contractual obligation for the redeemable preferred shares to share in losses, the Company’s basic net loss per share attributable to ordinary shareholders for the three months ended March 31, 2021 is computed by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding. The Company’s basic net loss per share attributable to ordinary shareholders for the three months ended March 31, 2020 was computed by dividing the net loss attributable to ordinary shareholders by the weighted-average ordinary shares outstanding. No dividends were declared or paid for the three months ended March 31, 2021 and 2020. Diluted net loss per share attributable to ordinary shareholders adjusts basic net loss per share attributable to ordinary shareholders to give effect to all potential ordinary shares that were dilutive and outstanding during the period. For the three months ended March 31, 2021 and 2020, no instrument was determined to have a dilutive effect. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to ordinary shareholders for the three months ended March 31, 2021 and 2020 (amounts in thousands, except share and per share amounts): For the three months ended March 31, 2021 2020 Numerator: Net loss attributable to ordinary shareholders $ (11,887) $ (895) Denominator: Weighted average ordinary shares 209,196,827 118,700,000 Earnings per share: Basic diluted $ (0.06) $ (0.01) The following table discloses the weighted-average shares outstanding of securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: For the three months ended March 31, 2021 2020 EDGE warrants 12,154,303 — Other nonemployee warrants 2,308,526 — Employee options 3,541,525 — Employee warrants 610,000 — 2018 Convertible Notes — 954,219 2020 Convertible Notes — 2,054,815 Warrant liability — 1,836,742 Redeemable preferred shares 11,083,333 — | 15. Basic and Diluted Net Loss Per Share The Company uses the two-class method to calculate net loss per share for the year ended December 31, 2020. Under the two-class method, undistributed earnings for the period are allocated to participating securities, including the redeemable preferred shares, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there is no contractual obligation for the redeemable preferred shares to share in losses, the Company’s basic net loss per share attributable to ordinary shareholders for the year ended December 31, 2020 is computed by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding. The Company’s basic net loss per share attributable to ordinary shareholders for the year ended December 31, 2019 was computed by dividing the net loss attributable to ordinary shareholders by the weighted-average ordinary shares outstanding. No dividends were declared or paid for the years ended December 31, 2020 and 2019. Diluted net loss per share attributable to ordinary shareholders adjusts basic net loss per share attributable to ordinary shareholders to give effect to all potential ordinary shares that were dilutive and outstanding during the period. For the year ended December 31, 2020, no instrument was determined to have a dilutive effect. For the year ended December 31, 2019, the dilutive effect of the Investment Agreement Warrants was included in the computation of diluted net loss per share attributable to ordinary shareholders using the treasury stock method. The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to ordinary shareholders for the years ended December 31, 2020 and 2019 (amounts in thousands, except share and per share amounts): For the year ended December 31, 2020 2019 Numerator: Net loss attributable to ordinary shareholders – basic $ (9,605) $ (1,201) Dilutive effect of Investment Agreement Warrants — (1,136) Net loss attributable to ordinary shareholders – diluted $ (9,605) $ (2,337) Denominator: Weighted average ordinary shares outstanding – basic 158,142,423 118,700,000 Dilutive effect of Investment Agreement Warrants — 800,174 Weighted average ordinary shares outstanding – diluted 158,142,423 119,500,174 Earnings per share: Basic $ (0.06) $ (0.01) Diluted $ (0.06) $ (0.02) The following table discloses the weighted-average shares outstanding of securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: For the year ended December 31, 2020 2019 2018 Convertible Notes — 921,053 EDGE warrants 5,257,396 — Other nonemployee warrants 170,301 — Employee options 327,869 — Redeemable preferred shares 1,024,590 — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Policies) - FREYR AS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of preferred shares, among others. The Company bases these estimates on historical experiences and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. | Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of ordinary shares and the warrant liability, among others. The Company bases these estimates on historical experiences and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. |
Segment Information | Segment Information The Company is focused on the development of lithium-ion batteries as its primary business and the Company’s Chief Executive Officer (“CEO”), who is the chief operating decision-maker, manages the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. | |
Significant Risk and Uncertainties | Significant Risk and Uncertainties The Company is subject to those risks common in the renewable energy and manufacturing industries and also those risks common to early stage development companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, the ability to obtain or maintain licenses and permits to support future business, competition, dependence on key personnel and key external alliances, loss of its grant contributor, the ability to maintain and establish relationships with current and future vendors and suppliers, the successful protection of its proprietary technologies, the possibility of the factory development being disrupted, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. | Significant Risk and Uncertainties The Company is subject to those risks common in the renewable energy and manufacturing industries and also those risks common to early stage development companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, the ability to obtain or maintain licenses and permits to support future business, competition, dependence on key personnel and key external alliances, loss of its grant contributor, the ability to maintain and establish relationships with current and future vendors and suppliers, the successful protection of its proprietary technologies, the possibility of the factory development being disrupted, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents by making deposits with large, reputable financial institutions. | |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and current balances with banks and similar institutions. As of December 31, 2020 and 2019, cash and cash equivalents were $14,749 thousand and $179 thousand, respectively. | |
Restricted Cash | Restricted Cash Restricted cash consists of funds held in a restricted account for payment of income tax withholdings to the Norwegian government, payable every other month. | Restricted Cash Restricted cash consists of funds held in a restricted account for payment of income tax withholdings to the Norwegian government, payable every other month. As of December 31, 2020 and 2019, restricted cash was $196 thousand and $78 thousand, respectively. |
Fair Value Measurement | Fair Value Measurement The Company follows the accounting guidance in ASC 820, Fair Value Measurement, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Fair value measurements of assets and liabilities are categorized based on the following hierarchy: Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities. Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means. Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. For the nine convertible notes issued in 2020 (“2020 Convertible Notes”), the Company has elected the fair value option. Such election is irrevocable and is applied on an instrument-by-instrument basis at initial recognition. Any changes in the fair value of these securities are recognized in the consolidated statements of operations and comprehensive loss. Interest expense on the 2020 Convertible Notes for which the fair value option has been elected is based on stated interest rates and is recorded as interest expense within the consolidated statements of operations and comprehensive loss. | Fair Value Measurement The Company follows the accounting guidance in ASC 820, Fair Value Measurement, for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Fair value measurements of assets and liabilities are categorized based on the following hierarchy: Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities. Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means. Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. For the nine convertible notes issued in 2020 (“2020 Convertible Notes”), the Company has elected the fair value option. Such election is irrevocable and is applied on an instrument-by-instrument basis at initial recognition. Any changes in the fair value of these securities are recognized in the consolidated statements of operations and comprehensive loss. Interest expense on the 2020 Convertible Notes for which the fair value option has been elected is based on stated interest rates and is recorded as interest expense within the consolidated statements of operations and comprehensive loss. |
VAT Receivable | VAT Receivable The Company was registered for Value Added Tax (“VAT”) deduction as of May 1, 2019 for income tax purposes. The Company accounts for any VAT paid on invoices for goods or services purchased from suppliers as a VAT receivable. Periodically, the net VAT balance is calculated as either due to or due from the Norwegian Tax Administration (“NTA”). As the Company does not have any revenues, no VAT payable has been recognized. As of December 31, 2020 and 2019, the VAT receivable was $442 thousand and $183 thousand, respectively. | |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset, which ranges from two Maintenance and repairs are charged to expense as incurred and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the accompanying consolidated statements of operations and comprehensive loss. | |
Leases | Leases The Company accounts for its leases under ASC 840, Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as either operating or capital leases. Leases are classified as capital leases whenever the terms of the lease transfer substantially all of the risks and rewards of ownership to the lessee. All other leases are recorded as operating leases. As of December 31, 2020, all of the Company’s leases were operating leases. The Company recognizes rent expense on a straight-line basis over the lease term. | |
Grants | Grants The Company recognizes grants received as other income over the periods in which the related costs are incurred and the conditions for receiving the grant have been fulfilled, assuming no restrictions apply with respect to the potential repayment of the grants. If the grants become repayable, the repayment will be first applied against any related unamortized deferred income and the excess will be recorded as an expense. | |
Research and Development Cost | Research and Development Cost Costs related to research and development are expensed as incurred. Research and development expenses consist primarily of compensation to employees engaged in research and development activities, internal and external engineering, supplies and services, and contributions to research institutions. | |
Foreign Currency Translation and Transaction Gains and Losses | Foreign Currency Translation and Transaction Gains and Losses The functional currency of the Company is its local currency. The Company’s consolidated financial statements have been translated from its functional currency into the presentation currency, U.S. dollars, in accordance with U.S. GAAP. Assets and liabilities are translated at the foreign exchange rates as of the balance sheet dates presented and revenue and expenses are translated at the average foreign exchange rates for the periods presented. Components of equity outside of accumulated other comprehensive income (loss) are translated at the applicable foreign exchange rates as of the dates on which the transaction occurred. Currency translation adjustments are recorded as a component of other comprehensive income (loss). Transaction gains and losses recognized as a result of transactions denominated in a currency other than the functional currency are included in foreign currency transaction gain (loss) on the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2020 and 2019, a net transaction gain of $38 thousand and a net transaction loss of $9 thousand, respectively, was recognized. | |
Share-Based Compensation | Share-Based Compensation The Company measures and recognizes compensation expense for all equity-based awards made to employees, directors, and non-employees, including share options, based on estimated fair values recognized over the requisite service period in accordance with ASC 718, Stock-Based Compensation. Share-based payments, including grants of share options, are recognized in the consolidated statements of operations and comprehensive loss as general and administrative expense. The Company recognizes compensation expense for all equity-based employee awards with service-based vesting requirements on a straight-line basis over the requisite service period of the awards, which is generally the award’s vesting period. These amounts are reduced by forfeitures as the forfeitures occur. | |
Defined Contribution Plan | Defined Contribution Plan The Company is obligated to have an occupational pension scheme under the Mandatory Occupational Pensions Act. The Company’s pension plan (“Pension Plan”) is a defined contribution plan, in which the costs are recognized as pension expense, within general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company contributes 5% of each employees’ salary for amounts up to 7.1 times “G”, an amount established by the NTA that is effective on May 1 of each year, and then contributes 11.4% for amounts between 7.1 and 12 times “G”. “G” was NOK 97 thousand from May 1, 2018 to April 30, 2019, NOK 100 thousand from May 1, 2019 to April 30, 2020, and NOK 101 thousand from May 1, 2020 to April 30, 2021. Further contribution by employees is voluntary. For the years ended December 31, 2020 and 2019, the Company recognized general and administrative expense of $84 thousand and $10 thousand, respectively, for contributions to the Pension Plan. | |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts of assets and liabilities for income tax purposes and operating losses carried forward, measured by applying tax rates based on currently enacted tax laws. Valuation allowances are calculated, when necessary, to reduce the net deferred tax assets to an amount that is more likely than not to be realized. Changes in the valuation allowances occurring in subsequent periods are included in the consolidated statements of operations and comprehensive loss. The Company recognizes uncertain tax positions based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more likely than not to be sustained. Uncertain income tax positions are not recognized if there is less than a 50% likelihood of being sustained. | |
Emerging Growth Company | Emerging Growth Company 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 qualifies as an emerging growth company, as defined in the JOBS Act, and therefore intends to take advantage of certain exemptions from various public company reporting requirements, including delaying adoption of new or revised accounting standards until those standards apply to private companies. The effective dates shown below reflect the election to use the extended transition period. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements Leases (Topic 842): Codification Improvements Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities Adoption of Accounting Pronouncements In April 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement Fair Value Measurement |
Property and Equipment (Table_2
Property and Equipment (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Schedule of Property and Equipment | Property and equipment as of March 31, 2021 and December 31, 2020, consisted of the following (in thousands): As of As of March 31, December 31, 2021 2020 Office equipment $ 140 $ 98 Less: Accumulated depreciation and amortization (26) (15) Less: Foreign currency translation effects (2) (3) Property and equipment, net $ 112 $ 80 | Property and equipment as of December 31, 2020 and 2019, consisted of the following (in thousands): As of December 31, 2020 2019 Office equipment $ 98 $ 20 Less: Accumulated depreciation and amortization (15) (1) Less: Foreign currency translation effects (3) — Property and equipment, net $ 80 $ 19 |
Accrued Liabilities (Tables)_2
Accrued Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Schedule of Accrued Liabilities | Accrued liabilities as of March 31, 2021 and December 31, 2020, consisted of the following (in thousands): As of As of March 31, December 31, 2021 2020 Accrued research and development costs (Note 5) $ 86 $ 445 Accrued professional and legal fees 810 245 Accrued payroll and payroll related expenses 787 518 Accrued share-based compensation expense — 460 Accrued other operating costs 47 485 Total accrued liabilities $ 1,730 $ 2,153 | Accrued liabilities as of December 31, 2020 and 2019, consisted of the following (in thousands): As of December 31, 2020 2019 Accrued research and development costs (Note 7) $ 445 $ — Accrued professional and legal fees 245 178 Accrued payroll and payroll related expenses 518 242 Accrued share-based compensation expense 460 — Accrued other operating costs 485 22 Total accrued liabilities $ 2,153 $ 442 |
Fair Value Measurement (Table_2
Fair Value Measurement (Tables) - FREYR AS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of financial assets and liabilities at fair value on a recurring basis | The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring basis according to the valuation techniques the Company uses to determine their fair value (in thousands): As of March 31, 2021 Level 1 Level 2 Level 3 Total Liabilities Redeemable Preferred Shares $ — $ — $ 15,069 $ 15,069 Total fair value $ — $ — $ 15,069 $ 15,069 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Redeemable Preferred Shares $ — $ — $ 7,574 $ 7,574 Total fair value $ — $ — $ 7,574 $ 7,574 | The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring basis according to the valuation techniques the Company uses to determine their fair value (in thousands): As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Redeemable preferred shares $ — $ — $ 7,574 $ 7,574 Total fair value $ — $ — $ 7,574 $ 7,574 As of December 31, 2019 Level 1 Level 2 Level 3 Total Liabilities Warrant liability $ — $ — $ 93 $ 93 Total fair value $ — $ — $ 93 $ 93 |
Schedule of changes in the Level 3 warrant liability measured at fair value | The following table presents changes in the Level 3 instruments measured at fair value for the three months ended March 31, 2021 and 2020, respectively (in thousands): For the three months ended March 31, 2021 Redeemable 2020 preferred Convertible Warrant shares Notes liability Balance (beginning of period) $ 7,574 $ — $ — Additions 7,500 — — Fair value measurement adjustments (6) — — Foreign currency exchange effects 1 — — Balance (end of period) $ 15,069 $ — $ — For the three months ended March 31, 2020 Redeemable 2020 preferred Convertible Warrant shares Notes liability Balance (beginning of period) $ — $ — $ 93 Additions — 1,083 — Accrued interest — 8 — Fair value measurement adjustments — (24) 66 Foreign currency exchange effects — (107) (22) Balance (end of period) $ — $ 960 $ 137 | The following table presents changes in the Level 3 warrant liability measured at fair value for the years ended December 31, 2020 and 2019, respectively (in thousands): For the year ended December 31, 2020 Redeemable 2020 Warrant preferred shares Convertible Notes liability Balance (beginning of year) $ — $ — $ 93 Additions 7,500 1,531 76 Accrued interest — 33 — Fair value measurement adjustments 70 201 233 Foreign currency exchange effects 4 — (6) Transfer to Level 2 — — (396) Settlements — (1,765) — Balance (end of year) $ 7,574 $ — $ — For the year ended December 31, 2019 Redeemable 2020 Warrant preferred shares Convertible Notes liability Balance (beginning of year) $ — $ — $ — Additions — — 1,229 Accrued interest — — — Fair value measurement adjustments — — (1,146) Foreign currency exchange effects — — 10 Transfer to Level 2 — — — Settlements — — — Balance (end of year) $ — $ — $ 93 |
Share-Based Compensation (Tab_2
Share-Based Compensation (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of fair value of options and performance options granted | For the three months ended March 31, 2021 Range of Assumptions Grant date fair value per warrant or option $ 1.13 — $ 2.00 Valuation assumptions: Expected term (years) 4.12 — 4.88 Expected volatility 45.50 % — 46.93 % Expected dividend yield 0.00 % — 0.00 % Risk-free interest rate (0.66) % — (0.63) % | Assumptions used to determine the fair value of options and performance options granted to the CFO using the Black-Scholes-Merton option pricing model are as follows: As of December 31, 2020 Fair value per option $ 0.97 Valuation assumptions Expected option term (years) 4.75 Expected volatility 45.70 % Expected dividend yield 0.00 % Risk-free interest rate (0.73) % |
Schedule of activity relating to warrants outstanding | Weighted average Weighted remaining average exercise contractual life Aggregate For the year ended December 31, 2020 Number price (NOK) (years) intrinsic value Warrants outstanding at beginning of year — — Warrants granted 12,154,303 1.57 Warrants outstanding at end of year 12,154,303 1.57 3.81 $ 11,724 Warrants exercisable at end of year 9,595,374 1.49 3.56 $ 9,340 | |
Schedule of assumptions used to determine the fair value of warrants | Assumptions used to determine the fair value of warrants under the EDGE Agreements using the Black-Scholes-Merton option pricing model are as follows: July 8, October 6, 2020 2020 Grant date fair value per warrant $ 0.05 $ 0.07 Valuation assumptions Expected term (years) 4.00 2.80 Expected volatility 43.29 % 43.10 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate (0.65) % (0.71) % | |
Employee awards | FREYR AS | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of activity relating to options outstanding | The following table sets forth the activity relating to the employee awards outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise price contractual life intrinsic March 31, 2021 Number (NOK) (years) value Awards outstanding at beginning of period 375,000 1.50 4.75 $ 365 Awards granted 2,454,583 3.87 4.47 $ 2,704 Awards outstanding at end of period 2,829,583 3.56 4.47 $ 3,068 Awards exercisable at end of period — — — $ — | The following table sets forth the activity relating to stock options outstanding for the year ended December 31, 2020 (aggregate intrinsic value in thousands): Weighted average Weighted remaining average exercise contractual life Aggregate For the year ended December 31, 2020 Number price (NOK) (years) intrinsic value Options outstanding at beginning of year — — Options granted 375,000 1.50 Options outstanding at end of year 375,000 1.50 4.75 $ 365 Options exercisable at end of year — — — $ — |
Performance employee awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of activity relating to options outstanding | The following table sets forth the activity relating to performance employee awards outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise price contractual life intrinsic March 31, 2021 Number (NOK) (years) value Performance awards outstanding at beginning of period 625,000 1.50 4.75 $ 608 Performance awards granted 2,291,667 4.04 4.69 2,577 Performance awards outstanding at end of period 2,916,667 3.49 4.65 $ 3,185 Performance awards exercisable at end of period — — — $ — | |
Performance employee awards | FREYR AS | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of activity relating to options outstanding | The following table sets forth the activity relating to performance stock options outstanding for the year ended December 31, 2020 (aggregate intrinsic value in thousands): Weighted average Weighted remaining average exercise contractual life Aggregate For the year ended December 31, 2020 Number price (NOK) (years) intrinsic value Performance options outstanding at beginning of year — — Performance options granted 625,000 1.50 Performance options outstanding at end of year 625,000 1.50 4.75 $ 608 Performance options exercisable at end of year — — — $ — | |
Warrants | FREYR AS | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Schedule of activity relating to warrants outstanding | The following table sets forth the activity relating to warrants outstanding for the three months ended March 31, 2021 (aggregate intrinsic value in thousands): Weighted Weighted average average remaining Aggregate exercise contractual life intrinsic March 31, 2021 Number price (NOK) (years) value Warrants outstanding at beginning of period 12,154,303 1.57 3.81 $ 11,724 Warrants granted — — — — Warrants outstanding at end of period 12,154,303 1.57 3.56 $ 16,012 Warrants exercisable at end of period 10,235,110 1.52 3.38 $ 13,547 | |
Schedule of assumptions used to determine the fair value of warrants | July 8, October 6, 2020 2020 Grant date fair value per warrant $ 0.05 $ 0.07 Valuation assumptions: Expected term (years) 4.00 2.80 Expected volatility 43.29 % 43.10 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate (0.65) % (0.71) % |
Income Taxes (Tables)_2
Income Taxes (Tables) - FREYR AS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule reconciliation of the effective rate of tax | A reconciliation of the effective rate of tax and tax rate in the Company’s country of registration, Norway, (in thousands, except percentages): For the three months ended March 31, 2021 2020 Pretax net loss $ (11,887) $ (895) Statutory tax rate 22 % 22 % Income taxes calculated at statutory tax rate $ (2,615) $ (197) Changes in valuation allowance 1,701 187 Permanent tax items 914 10 Effect of change in exchange rate — — Effect of change in tax rate — — Tax expense $ — $ — Effective rate of tax 0 % 0 % | A reconciliation of the effective rate of tax and tax rate in the Company’s country of registration, Norway, (in thousands, except percentages): For the year ended December 31, 2020 2019 Pretax net loss $ (9,605) $ (1,201) Statutory tax rate 22 % 22 % Income taxes calculated at statutory tax rate $ (2,113) $ (264) Changes in valuation allowance 1,728 468 Permanent tax items 385 (205) Effect of change in exchange rate — — Effect of change in tax rate — 1 Tax expense $ — $ — Effective rate of tax 0 % 0 % |
Schedule of principal components of the deferred tax assets and liabilities | As of As of March 31, December 31, 2021 2020 Deferred tax assets Tax losses carryforwards $ 4,374 $ 2,494 Accruals and provisions for liabilities — — Total deferred tax assets before valuation allowance 4,374 2,494 Valuation allowance (4,097) (2,397) Total deferred tax assets 277 97 Deferred tax liabilities Property and equipment 3 2 Prepayment and deferred income 274 95 Total deferred tax liabilities 277 97 Net deferred tax asset $ — $ — | As of December 31, 2020 2019 Deferred tax assets Tax losses carryforwards $ 2,494 $ 496 Accruals and provisions for liabilities — — Total deferred tax assets before valuation allowance 2,494 496 Valuation allowance (2,397) (485) Total deferred tax assets 97 11 Deferred tax liabilities Property and equipment 2 1 Prepayment and deferred income 95 10 Total deferred tax liabilities 97 11 Net deferred tax asset $ — $ — |
Related Party Transactions (T_2
Related Party Transactions (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Schedule of accounts payable and accrued liabilities ? related party | Accounts payable and accrued liabilities — related party as of March 31, 2021 and December 31, 2020, consisted of the following (in thousands): As of As of March 31, December 31, 2021 2020 Accounts payable $ 362 $ 320 Accrued professional and legal fees 119 — Accrued other operating costs — 2 Total accounts payable and accrued liabilities – related party $ 481 $ 322 | Accounts payable and accrued liabilities – related party as of December 31, 2020 and 2019, consisted of the following (in thousands): As of December 31, 2020 2019 Accounts payable $ 320 $ 31 Accrued professional and legal fees — 21 Accrued other operating costs 2 20 Accrued interest — 3 Total accounts payable and accrued liabilities – related party $ 322 $ 75 |
Basic and Diluted Net Loss Pe_7
Basic and Diluted Net Loss Per Share (Tables) - FREYR AS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of basic and diluted net loss per share | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to ordinary shareholders for the three months ended March 31, 2021 and 2020 (amounts in thousands, except share and per share amounts): For the three months ended March 31, 2021 2020 Numerator: Net loss attributable to ordinary shareholders $ (11,887) $ (895) Denominator: Weighted average ordinary shares 209,196,827 118,700,000 Earnings per share: Basic diluted $ (0.06) $ (0.01) | The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to ordinary shareholders for the years ended December 31, 2020 and 2019 (amounts in thousands, except share and per share amounts): For the year ended December 31, 2020 2019 Numerator: Net loss attributable to ordinary shareholders – basic $ (9,605) $ (1,201) Dilutive effect of Investment Agreement Warrants — (1,136) Net loss attributable to ordinary shareholders – diluted $ (9,605) $ (2,337) Denominator: Weighted average ordinary shares outstanding – basic 158,142,423 118,700,000 Dilutive effect of Investment Agreement Warrants — 800,174 Weighted average ordinary shares outstanding – diluted 158,142,423 119,500,174 Earnings per share: Basic $ (0.06) $ (0.01) Diluted $ (0.06) $ (0.02) |
Schedule of weighted average shares represented as anti-dilutive | For the three months ended March 31, 2021 2020 EDGE warrants 12,154,303 — Other nonemployee warrants 2,308,526 — Employee options 3,541,525 — Employee warrants 610,000 — 2018 Convertible Notes — 954,219 2020 Convertible Notes — 2,054,815 Warrant liability — 1,836,742 Redeemable preferred shares 11,083,333 — | The following table discloses the weighted-average shares outstanding of securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: For the year ended December 31, 2020 2019 2018 Convertible Notes — 921,053 EDGE warrants 5,257,396 — Other nonemployee warrants 170,301 — Employee options 327,869 — Redeemable preferred shares 1,024,590 — |
Business and Basis of Present_4
Business and Basis of Presentation (Details) - FREYR AS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss | $ (11,887) | $ (895) | $ (9,605) | $ (1,201) |
Operating cash flows | $ (6,392) | $ (482) | $ (7,336) | $ (1,201) |
Significant Accounting Polici_2
Significant Accounting Policies (Details) - FREYR AS kr in Thousands, $ in Thousands | 3 Months Ended | 10 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Apr. 30, 2021NOK (kr) | Dec. 31, 2020USD ($) | Apr. 30, 2020NOK (kr) | Dec. 31, 2019USD ($) | Apr. 30, 2019NOK (kr) | |
Property, Plant and Equipment [Line Items] | |||||||
Cash and cash equivalents | $ 15,768 | $ 682 | $ 14,749 | $ 179 | |||
Restricted cash | 196 | 78 | |||||
VAT receivable | 442 | 183 | |||||
Foreign currency transaction gain (loss) | $ 20 | $ (5) | 38 | (9) | |||
Pension cost | $ 84 | $ 10 | |||||
Minimum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful life (in years) | 2 years | ||||||
Maximum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Estimated useful life (in years) | 5 years | ||||||
Amounts Upto 7.1 Times Of Approved By NTA | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Employer contribution (in percent) | 5.00% | ||||||
Amounts Between 7.1 and 12 Times Of Approved By NTA | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Employer contribution (in percent) | 11.40% | ||||||
Amount Approved By NTA | kr | kr 101 | kr 100 | kr 97 |
Property and Equipment (Detai_2
Property and Equipment (Details) - FREYR AS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Office equipment | $ 140,000 | $ 98,000 | $ 20,000 | |
Less: Accumulated depreciation and amortization | (26,000) | (15,000) | (1,000) | |
Less: Foreign currency translation effects | (2,000) | (3,000) | ||
Property and equipment, net | 112,000 | 80,000 | 19,000 | |
Depreciation Expense | $ 10,000 | $ 3,000 | $ 15,000 | $ 1,000 |
Accrued Liabilities (Details)_2
Accrued Liabilities (Details) - FREYR AS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued research and development costs (Note 7) | $ 86 | $ 445 | |
Accrued professional and legal fees | 810 | 245 | $ 178 |
Accrued payroll and payroll related expenses | 787 | 518 | 242 |
Accrued share-based compensation expense | 0 | 460 | |
Accrued other operating costs | 47 | 485 | 22 |
Total accrued liabilities | $ 1,730 | $ 2,153 | $ 442 |
Warranty Liability (Details)
Warranty Liability (Details) - FREYR AS kr / shares in Units, € in Thousands, kr in Thousands, $ in Thousands | Jul. 08, 2020USD ($)shares | Jul. 08, 2020EUR (€)shares | Jun. 15, 2019itemkr / shares | Jun. 10, 2019item | Dec. 31, 2020USD ($)shares | Dec. 31, 2020EUR (€)shares | Dec. 31, 2020NOK (kr)kr / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2019EUR (€) | Mar. 31, 2021kr / sharesshares | Jun. 15, 2019EUR (€)shares |
Class of Warrant or Right [Line Items] | |||||||||||
Number of shares for each warrant | 1 | 1 | |||||||||
Exercise price of warrant | kr / shares | kr 0.01 | kr 0.01 | |||||||||
Fair value of warrants | $ | $ 93 | ||||||||||
Investment Agreement | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Number of battery projects | item | 1 | 2 | |||||||||
Amount of each tranche investment | € | € 250 | ||||||||||
Percentage of right to receive the warrants on outstanding shares for each tranche | 0.3448% | ||||||||||
Percentage of right to receive the warrants on outstanding shares for total tranche | 1.82% | 1.82% | 10.00% | ||||||||
Percentage of right to receive the additional warrants on outstanding shares | 4.00% | ||||||||||
Number of shares for each warrant | 1 | ||||||||||
Exercise price of warrant | kr / shares | kr 0.01 | ||||||||||
Warrant exercisable term, after date of issuance | 3 years | ||||||||||
Warrant exercisable term, after completion or termination of battery project | 2 years | ||||||||||
Contribution amount | $ 76 | € 221 | 1,229 | € 1,100 | |||||||
Fair value of warrants | $ | $ 93 | ||||||||||
Fair value, Percentage of warrants on outstanding shares | 1.58% | 1.58% | |||||||||
Number of warrants issued | $ | $ 1,057 | ||||||||||
Number of warrants Issued (in shares) | 3,992,792 | 3,992,792 | |||||||||
Termination Agreement | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Settlement amount to be paid | $ 360 | € 309 | |||||||||
Settlement shares | 2,208,865 | 2,208,865 | 2,208,865 | ||||||||
Contribution per share | kr / shares | kr 0.01 | ||||||||||
Contribution amount | $ 2 | kr 22 |
Convertible Debt (Details)
Convertible Debt (Details) - FREYR AS kr / shares in Units, € in Thousands, kr in Thousands, $ in Thousands | Jul. 08, 2020USD ($)shares | Jul. 08, 2020NOK (kr)itemkr / sharesshares | Jul. 02, 2020USD ($) | Jul. 02, 2020NOK (kr)itemkr / shares | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2020USD ($)item | Jun. 30, 2020NOK (kr)item | Jun. 30, 2020EUR (€)item | Dec. 31, 2020USD ($)item | Dec. 31, 2020NOK (kr) | Dec. 31, 2018USD ($) | Dec. 31, 2018NOK (kr)itemkr / shares |
Debt Instrument [Line Items] | |||||||||||||
Proceeds from convertible debt | $ | $ 0 | $ 660 | $ 1,104 | ||||||||||
Repayment of convertible debt | $ | 125 | ||||||||||||
Shares issued upon conversion of convertible debt | shares | 9,973,253 | 9,973,253 | |||||||||||
Share value issued upon conversion of convertible debt | $ | 1,704 | ||||||||||||
Third party vendor | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Shares issued upon conversion of convertible debt | shares | 859,463 | 859,463 | |||||||||||
2020 Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of convertible notes issued | 9 | 9 | 9 | ||||||||||
Debt issuance cost | $ | $ 0 | ||||||||||||
Convertible debt interest rate | 10.00% | ||||||||||||
Consideration for issuance of shares as result of qualified financing event | € | € 10,000 | ||||||||||||
Shares issued upon conversion of convertible debt | shares | 5,399,221 | 5,399,221 | |||||||||||
Convertible debt outstanding | $ | 0 | ||||||||||||
2020 Convertible Notes | Third party vendor | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of convertible notes issued | 7 | 7 | 7 | ||||||||||
Proceeds from convertible debt | $ 1,104 | kr 10,342 | |||||||||||
Number of lenders exercised conversion rights | 5 | 1 | |||||||||||
Repayment of convertible debt | $ 126 | kr 1,185 | |||||||||||
Discount on convertible price | 30.00% | 30.00% | |||||||||||
Conversion Price | kr / shares | kr 1.50 | kr 1.50 | |||||||||||
Shares issued upon conversion of convertible debt | shares | 2,755,068 | 2,755,068 | |||||||||||
Share value issued upon conversion of convertible debt | $ 1,130 | kr 10,700 | 497 | kr 4,709 | |||||||||
2020 Convertible Notes | Related party | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Number of convertible notes issued | 2 | 2 | 2 | ||||||||||
Proceeds from convertible debt | $ 427 | kr 4,000 | |||||||||||
Number of lenders exercised conversion rights | 2 | ||||||||||||
Conversion Price | kr / shares | kr 1.50 | ||||||||||||
2018 Convertible Notes | Third party vendor | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Shares issued upon conversion of convertible debt | shares | 959,501 | 959,501 | |||||||||||
Share value issued upon conversion of convertible debt | $ 77 | kr 729 | |||||||||||
2018 Convertible Notes | Related party | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from convertible debt | $ 86 | kr 700 | |||||||||||
Number of lenders exercised conversion rights | 3 | ||||||||||||
Conversion Price | kr / shares | kr 0.76 |
Commitments and Contingencies_4
Commitments and Contingencies - Lease commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
FREYR AS | ||||
Other Commitments [Line Items] | ||||
Total rent expense | $ 71 | $ 28 | $ 148 | $ 27 |
Commitments and Contingencies_5
Commitments and Contingencies - Other Commitments (Details) - FREYR AS kr in Thousands, $ in Thousands | Dec. 23, 2020NOK (kr) | Jan. 23, 2020NOK (kr) | Dec. 31, 2020NOK (kr)Y | Mar. 31, 2021NOK (kr) | Dec. 31, 2020USD ($)Y | Mar. 31, 2021USD ($) | Mar. 31, 2021NOK (kr) | Jan. 12, 2021USD ($) | Dec. 31, 2020NOK (kr) | Dec. 18, 2020USD ($) | Dec. 31, 2019USD ($) |
Other Commitments [Line Items] | |||||||||||
Accrued amount | $ 2,153 | $ 1,730 | $ 442 | ||||||||
Commitments outstanding | |||||||||||
Professorships | Norwegian university | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment amount | kr | kr 2,800 | ||||||||||
Commitment Annual Amount | kr | kr 700 | kr 700 | |||||||||
Commitments term | 4 years | ||||||||||
Commitments outstanding | 226 | 144 | kr 1,225 | 1,925 | |||||||
Research | Norwegian university | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment amount | kr | 8,000 | 8,000 | |||||||||
Commitment Annual Amount | kr | kr 1,000 | kr 1,000 | |||||||||
Commitments term | 8 years | ||||||||||
Commitments outstanding | 820 | 704 | 6,000 | 7,000 | |||||||
Research positions | Norwegian university | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment amount | kr | 1,450 | ||||||||||
Commitments outstanding | 170 | ||||||||||
Doctoral and post-doctoral fellowships | Norwegian university | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment amount | kr | 3,616 | ||||||||||
Commitments outstanding | 86 | 731 | |||||||||
Mobilization of the battery factory | Nordland county municipality | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment Annual Amount | kr | kr 500 | kr 500 | |||||||||
Commitments term | 3 years | ||||||||||
Commitments outstanding | 117 | 117 | 1,000 | kr 1,000 | |||||||
Definitive licensing and services agreement | 24M | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment amount | $ 20,000 | ||||||||||
Commitment amount paid during the year | 700 | ||||||||||
Commitment amount to be paid in next seven months | 2,500 | $ 2,500 | $ 2,500 | ||||||||
Commitment amount to be paid in next twelve months | 14,300 | ||||||||||
Commitments recognized over straight-line basis | 19,300 | ||||||||||
Accrued amount | 445 | ||||||||||
Minimum annual royalty payments | $ 3,000 | ||||||||||
Effective year from which royalty is payable | Y | 3 | 3 | |||||||||
Definitive licensing and services agreement | Professorships | Norwegian university | |||||||||||
Other Commitments [Line Items] | |||||||||||
Commitment amount | kr | kr 2,800 |
Fair Value Measurement - fina_2
Fair Value Measurement - financial assets and liabilities at fair value accounting (Details) - FREYR AS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities | |||
Redeemable preferred shares | $ 15,069 | $ 7,574 | $ 0 |
Warrant liability | 93 | ||
Total fair value | 15,069 | 7,574 | |
Level 3 | |||
Liabilities | |||
Redeemable preferred shares | 15,069 | 7,574 | |
Total fair value | $ 15,069 | 7,574 | |
Fair value recurring basis | |||
Liabilities | |||
Redeemable preferred shares | 7,574 | ||
Warrant liability | 93 | ||
Total fair value | 7,574 | 93 | |
Fair value recurring basis | Level 3 | |||
Liabilities | |||
Redeemable preferred shares | 7,574 | ||
Warrant liability | 93 | ||
Total fair value | $ 7,574 | $ 93 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) $ / shares in Units, € in Thousands | Dec. 18, 2020shares | Nov. 23, 2020USD ($)shares | Nov. 23, 2020EUR (€)shares | Dec. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Nov. 23, 2020kr / shares | Dec. 31, 2019USD ($)Y$ / shares | Dec. 05, 2019$ / shares | Nov. 29, 2019$ / shares |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||||||||
Share price | $ / shares | $ 9.42 | $ 9.38 | $ 9.37 | ||||||
FREYR AS | |||||||||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||||||||
Fair value of the redeemable preferred shares | $ 7,574,000 | $ 15,069,000 | $ 0 | ||||||
Fair value of warrant liability | $ 93,000 | ||||||||
Outstanding warrant liability | $ 3,992,792 | ||||||||
Warrant liability payable in cash | $ 360,000 | € 309 | 360,000 | ||||||
Capital contributions from settlement of the warrant liability (shares) | shares | 2,208,865 | 2,208,865 | 2,208,865 | ||||||
Share price | kr / shares | kr 4.30 | ||||||||
Redeemable preferred shares | FREYR AS | |||||||||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||||||||
Fair value of the redeemable preferred shares | 7,574,000 | ||||||||
Level 3 | FREYR AS | |||||||||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||||||||
Fair value of the redeemable preferred shares | $ 7,574,000 | $ 15,069,000 | |||||||
Level 3 | Warrant liability | FREYR AS | Cost approach | Assumed equity value | |||||||||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||||||||
Warrant liabilities measurement input | 5,850,000 | ||||||||
Level 3 | Warrant liability | FREYR AS | Cost approach | Expected term | |||||||||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||||||||
Warrant liabilities measurement input | Y | 1 | ||||||||
Level 3 | Warrant liability | FREYR AS | Cost approach | Risk free interest rate | |||||||||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | |||||||||
Warrant liabilities measurement input | (0.62) |
Fair Value Measurement - chan_2
Fair Value Measurement - changes in the Level 3 warrant liability measured at fair value (Details) - Level 3 - FREYR AS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Redeemable preferred shares | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance (beginning of year) | $ 7,574 | $ 0 | $ 0 | $ 0 |
Additions | 7,500 | 7,500 | ||
Fair value measurement adjustments | 70 | |||
Foreign currency exchange effects | 1 | 4 | ||
Balance (end of year) | 15,069 | 7,574 | 0 | |
2020 Convertible Notes | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance (beginning of year) | 0 | 0 | 0 | 0 |
Additions | 1,083 | 1,531 | ||
Accrued interest | 8 | 33 | ||
Fair value measurement adjustments | 201 | |||
Foreign currency exchange effects | (107) | |||
Settlements | (1,765) | |||
Balance (end of year) | 960 | 0 | 0 | |
Warrants | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance (beginning of year) | $ 0 | 93 | 93 | 0 |
Additions | 76 | 1,229 | ||
Fair value measurement adjustments | 233 | (1,146) | ||
Foreign currency exchange effects | (22) | (6) | 10 | |
Transfer to Level 2 | (396) | |||
Balance (end of year) | $ 137 | $ 0 | $ 93 |
Income Taxes - Redeemable Prefe
Income Taxes - Redeemable Preferred Shares (Details) - FREYR AS kr / shares in Units, $ / shares in Units, kr in Thousands, $ in Thousands | Sep. 30, 2021USD ($) | Feb. 16, 2021USD ($)itemshares | Nov. 11, 2020USD ($)itemVote$ / sharesshares | Mar. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Mar. 31, 2021kr / shares | Feb. 16, 2021NOK (kr)kr / sharesshares | Dec. 31, 2020kr / shares | Nov. 11, 2020NOK (kr)Votekr / sharesshares | Dec. 31, 2019USD ($) |
Redeemable preferred shares, issued | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||||||
Redeemable preferred shares, par value | kr / shares | kr 0.01 | kr 0.01 | ||||||||
Aggregate subscription amount | $ 7,500 | $ 7,500 | kr 64,081 | kr 71,529 | ||||||
Number of affiliates of Alussa to which redeemable preferred shares issued | item | 3 | 2 | ||||||||
Distribution price per redeemable preferred share | $ / shares | $ 1 | |||||||||
Redeemable preferred shares, vote per share | Vote | 1 | 1 | ||||||||
Number of warrants Issued (in shares) | 92,500,000 | 92,500,000 | ||||||||
Number of shares for each warrant | 1 | 1 | ||||||||
Subscription price of warrant | kr / shares | kr 0.01 | kr 0.01 | ||||||||
Number of common stock issued in pursuant to warrants before conversion of preferred stock | 0 | 0 | ||||||||
Redemption price as a percentage on preferred share preference amount (in percent) | 105.00% | |||||||||
Consideration on cancellation of warrants | $ | $ 0 | |||||||||
Percentage of volume weighted average price per ordinary share determined for exchange of preference shares | 80.00% | |||||||||
Threshold business days for calculation of volume weighted average price (in days) | 40 days | |||||||||
Fair value of the redeemable preferred shares | $ | $ 15,069 | $ 7,574 | $ 0 |
Shareholders' Equity (Deficit_3
Shareholders' Equity (Deficit) (Details) kr / shares in Units, $ / shares in Units, kr in Thousands, $ in Thousands | Dec. 18, 2020kr / sharesshares | Nov. 23, 2020kr / sharesshares | Jul. 08, 2020USD ($)itemshares | Jul. 08, 2020NOK (kr)itemkr / sharesshares | May 22, 2020USD ($)shares | May 22, 2020NOK (kr)kr / sharesshares | Dec. 31, 2020USD ($)shares | Mar. 31, 2021USD ($)Voteshares | Mar. 31, 2021NOK (kr)Votekr / sharesshares | Dec. 31, 2020NOK (kr)kr / sharesshares | Dec. 31, 2019USD ($)Vote$ / sharesshares | Dec. 31, 2019NOK (kr)Votekr / sharesshares | Dec. 05, 2019$ / shares | Nov. 29, 2019$ / shares |
Class of Stock [Line Items] | ||||||||||||||
Share price (in NOK per share) | $ / shares | $ 9.42 | $ 9.38 | $ 9.37 | |||||||||||
FREYR AS | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Ordinary share capital | $ 238 | $ 238 | kr 2,092 | kr 2,092 | $ 143 | kr 1,187 | ||||||||
Ordinary stock, shares issued | 209,196,827 | 209,196,827 | 209,196,827 | 209,196,827 | 118,700,000 | 118,700,000 | ||||||||
Ordinary shares, par value | kr / shares | kr 0.01 | kr 0.01 | kr 0.01 | kr 0.01 | ||||||||||
Additional paid in capital | $ 14,945 | $ 19,562 | kr 181,055 | kr 141,380 | $ 192 | kr 1,690 | ||||||||
Ordinary shares, vote per share | Vote | 1 | 1 | 1 | 1 | ||||||||||
Share price (in NOK per share) | kr / shares | kr 4.30 | |||||||||||||
Issuance costs | $ 794 | kr 7,518 | ||||||||||||
Consideration from issuance of shares to the municipality of Rana | $ | 996 | |||||||||||||
Proceeds received from issuance of common stock in private placement | $ 11,348 | kr 107,472 | $ 12,351 | |||||||||||
Number of lenders exchanged convertible debt for ordinary shares | item | 11 | 11 | ||||||||||||
Shares issued upon conversion of convertible debt | 9,973,253 | 9,973,253 | ||||||||||||
Shares issued to a third-party investor | 2,208,865 | 2,208,865 | ||||||||||||
Rana Agreement | FREYR AS | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Ordinary shares, par value | kr / shares | kr 0.01 | kr 0.01 | ||||||||||||
Shares issued to the municipality of Rana (in shares) | 5,239,777 | 5,239,777 | ||||||||||||
Investment exchanged in regard of issuance to shares to municipality of Rana | $ 1,000 | kr 10,000 | ||||||||||||
Share price (in NOK per share) | kr / shares | kr 1.91 | |||||||||||||
Issuance costs | $ 5 | kr 53 | ||||||||||||
Consideration for issuance of shares as result of qualified financing event | kr | kr 50,000 | |||||||||||||
Additional shares issuable to the municipality of Rana (in shares) | 1,426,890 | 1,426,890 | ||||||||||||
Consideration from issuance of shares to the municipality of Rana | $ 2 | kr 14 | ||||||||||||
Ordinary shares issued in a private placement | 71,648,042 | 71,648,042 |
Share-Based Compensation - Em_2
Share-Based Compensation - Employee Awards (Details) - FREYR AS - Employee Awards kr / shares in Units, $ / shares in Units, kr in Thousands, $ in Thousands | Mar. 31, 2021USD ($)kr / sharesshares | Dec. 01, 2020shares | Dec. 31, 2020USD ($)$ / shareskr / sharesshares | Dec. 31, 2019kr / sharesshares | Mar. 31, 2021USD ($)kr / shares | Mar. 31, 2021USD ($)employeeshares | Mar. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)$ / shareskr / shares | Dec. 31, 2020USD ($)employee$ / sharesshares | Dec. 31, 2020NOK (kr) | Sep. 02, 2020shares | Jul. 01, 2020shares | Sep. 11, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||
Expected dividend yield | 0.00% | ||||||||||||
Compensation expense | $ | $ 376 | $ 0 | |||||||||||
CFO | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||
Fair value per option | $ / shares | $ 0.97 | $ 0.97 | $ 0.97 | ||||||||||
Expected option term (years) | 4 years 9 months | ||||||||||||
Expected volatility | 45.70% | ||||||||||||
Expected dividend yield | 0.00% | ||||||||||||
Risk-free interest rate | (0.73%) | ||||||||||||
Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||
Expected option term (years) | 4 years 1 month 13 days | ||||||||||||
Expected volatility | 45.50% | ||||||||||||
Expected dividend yield | 0.00% | ||||||||||||
Risk-free interest rate | (0.66%) | ||||||||||||
Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||
Expected option term (years) | 4 years 10 months 17 days | ||||||||||||
Expected volatility | 46.93% | ||||||||||||
Expected dividend yield | 0.00% | ||||||||||||
Risk-free interest rate | (0.63%) | ||||||||||||
Employee awards | |||||||||||||
Number | |||||||||||||
Awards outstanding at beginning of period | 375,000 | 0 | 0 | ||||||||||
Awards granted | 2,454,583 | 375,000 | |||||||||||
Awards outstanding at end of period | 2,829,583 | 375,000 | 0 | 2,829,583 | 375,000 | ||||||||
Awards exercisable at end of period | 0 | 0 | |||||||||||
Weighted average exercise price (NOK) | |||||||||||||
Awards outstanding at beginning of period | kr / shares | kr 1.50 | $ 0 | |||||||||||
Options granted | kr / shares | 3.87 | 1.50 | |||||||||||
Awards outstanding at end of period | kr / shares | kr 3.56 | $ 1.50 | kr 0 | kr 3.56 | 1.50 | ||||||||
Awards exercisable at end of period | kr / shares | $ 0 | $ 0 | |||||||||||
Weighted average remaining contractual life (years) | |||||||||||||
Options outstanding at end of year | 4 years 5 months 19 days | 4 years 9 months | |||||||||||
Options exercisable at end of year | 0 years | 0 years | |||||||||||
Aggregate intrinsic value | |||||||||||||
Options outstanding at end of year | kr 3,068 | $ 365 | kr 3,068 | $ 3,068 | $ 365 | $ 365 | kr 365 | ||||||
Options exercisable at end of year | kr | 0 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||
Compensation expense | $ | $ 35 | ||||||||||||
Performance employee awards | |||||||||||||
Number | |||||||||||||
Awards outstanding at beginning of period | 625,000 | 0 | 0 | ||||||||||
Awards granted | 2,291,667 | 625,000 | |||||||||||
Awards outstanding at end of period | 2,916,667 | 625,000 | 0 | 2,916,667 | 625,000 | ||||||||
Awards exercisable at end of period | 0 | 0 | |||||||||||
Weighted average exercise price (NOK) | |||||||||||||
Awards outstanding at beginning of period | kr / shares | kr 1.50 | $ 0 | |||||||||||
Options granted | kr / shares | 4.04 | 1.50 | |||||||||||
Awards outstanding at end of period | kr / shares | kr 3.49 | $ 1.50 | kr 0 | kr 3.49 | 1.50 | ||||||||
Awards exercisable at end of period | kr / shares | $ 0 | $ 0 | |||||||||||
Weighted average remaining contractual life (years) | |||||||||||||
Options outstanding at end of year | 4 years 7 months 24 days | 4 years 9 months | |||||||||||
Options exercisable at end of year | 0 years | 0 years | |||||||||||
Aggregate intrinsic value | |||||||||||||
Options outstanding at end of year | kr 3,185 | $ 608 | kr 3,185 | $ 3,185 | $ 608 | $ 608 | 608 | ||||||
Options exercisable at end of year | kr | kr 0 | ||||||||||||
2019 Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares authorized | 5,000,000 | ||||||||||||
Number of additional shares authorized | 5,000,000 | ||||||||||||
Number of employees in which offer letters issued | employee | 31 | 22 | |||||||||||
Number of employees who have 2 year grant period | employee | 28 | 21 | |||||||||||
Options grant period | 2 years | 2 years | |||||||||||
Number of options resolved to issue | 1,360,000 | 900,000 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||||
Unrecognized compensation expense related to non-vested stock-based compensation arrangements | $ | kr 4,532 | $ 326 | kr 4,532 | $ 4,532 | $ 326 | $ 326 | |||||||
Period over which unrecognized compensation expense expected to be recognized | 2 years 5 months 12 days | 2 years 9 months | |||||||||||
2019 Plan | Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Awards exercise period | 3 years | 3 years | |||||||||||
2019 Plan | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Awards exercise period | 5 years | 5 years |
Share-Based Compensation - No_3
Share-Based Compensation - Non-Employee Awards - Equity classified (Details) - FREYR AS kr / shares in Units, $ / shares in Units, kr in Thousands, $ in Thousands | Feb. 16, 2021kr / sharesshares | Oct. 06, 2020kr / shares | Sep. 01, 2020kr / sharesshares | Jul. 08, 2020kr / sharesshares | May 20, 2019kr / sharesshares | Mar. 01, 2019shares | Nov. 01, 2018shares | Oct. 15, 2018shares | Dec. 31, 2020USD ($)kr / sharesshares | Mar. 31, 2021USD ($)shares | Mar. 31, 2021USD ($)kr / shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2020USD ($)kr / shares | Dec. 31, 2019USD ($) | Dec. 31, 2020NOK (kr) | Oct. 06, 2020$ / shares | Sep. 25, 2020kr / shares | Jul. 08, 2020$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||||||||
Share-based compensation expense | $ | $ 4,617 | $ 535 | $ 192 | |||||||||||||||
Nonemployee Awards | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||||||||||||||
Warrants granted | 2,308,526 | |||||||||||||||||
Weighted average exercise price (NOK) | ||||||||||||||||||
Warrants granted | kr / shares | kr 0.01 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||||||||
Compensation expense | $ | $ 0 | 427 | ||||||||||||||||
Unrecognized compensation expense related to non-vested stock-based compensation arrangements | $ | $ 183 | $ 183 | $ 183 | |||||||||||||||
Period over which unrecognized compensation expense expected to be recognized | 1 year | |||||||||||||||||
Nonemployee Awards | EDGE | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||||||||
Grant date fair value per warrant | $ / shares | $ 0.07 | $ 0.05 | ||||||||||||||||
Expected option term (years) | 2 years 9 months 18 days | 4 years | ||||||||||||||||
Expected volatility | 43.10% | 43.29% | ||||||||||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||||||||||
Risk-free interest rate | (0.71%) | (0.65%) | ||||||||||||||||
Number of Founders | 2 | |||||||||||||||||
Percentage of shares on total outstanding shares owned by Founders | 14.50% | |||||||||||||||||
Agreed sale price | kr / shares | $ 0.01 | |||||||||||||||||
Number of shares sold | 18,550,858 | |||||||||||||||||
Sale price per share | kr / shares | kr 0.10 | |||||||||||||||||
Share-based compensation expense | $ | $ 192 | |||||||||||||||||
Nonemployee Awards | Warrants | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||||||||||||||
Warrants outstanding at beginning of period | 12,154,303 | |||||||||||||||||
Warrants granted | 12,154,303 | |||||||||||||||||
Warrants outstanding at end of period | 12,154,303 | 12,154,303 | ||||||||||||||||
Warrants exercisable at end of year | 9,595,374 | |||||||||||||||||
Weighted average exercise price (NOK) | ||||||||||||||||||
Warrants outstanding at beginning of period | kr / shares | kr 1.57 | |||||||||||||||||
Warrants granted | kr / shares | 1.57 | |||||||||||||||||
Warrants outstanding at end of period | kr / shares | $ 1.57 | 1.57 | ||||||||||||||||
Warrants exercisable at end of year | kr / shares | 1.49 | |||||||||||||||||
Weighted average remaining contractual life (years) | ||||||||||||||||||
Warrants outstanding at end of year | 3 years 9 months 21 days | |||||||||||||||||
Warrants exercisable at end of year | 3 years 6 months 21 days | |||||||||||||||||
Aggregate intrinsic value | ||||||||||||||||||
Warrants outstanding at end of year | kr | kr 11,724 | |||||||||||||||||
Warrants exercisable at end of year | kr | kr 9,340 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||||||||
Compensation expense | $ | $ 535 | |||||||||||||||||
Nonemployee Awards | Warrants | EDGE | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||||||||||||||
Warrants outstanding at beginning of period | 12,154,303 | |||||||||||||||||
Warrants granted | 0 | |||||||||||||||||
Warrants outstanding at end of period | 12,154,303 | 12,154,303 | 12,154,303 | |||||||||||||||
Warrants exercisable at end of year | 10,235,110 | |||||||||||||||||
Weighted average exercise price (NOK) | ||||||||||||||||||
Warrants outstanding at beginning of period | kr / shares | 1.57 | |||||||||||||||||
Warrants granted | kr / shares | 0 | |||||||||||||||||
Warrants outstanding at end of period | kr / shares | $ 1.57 | 1.57 | $ 1.57 | |||||||||||||||
Warrants exercisable at end of year | kr / shares | kr 1.52 | |||||||||||||||||
Weighted average remaining contractual life (years) | ||||||||||||||||||
Warrants outstanding at end of year | 3 years 6 months 21 days | 3 years 9 months 21 days | ||||||||||||||||
Warrants exercisable at end of year | 3 years 4 months 17 days | |||||||||||||||||
Aggregate intrinsic value | ||||||||||||||||||
Warrants outstanding at end of year | $ | $ 11,724 | $ 16,012 | kr 16,012 | $ 11,724 | $ 11,724 | |||||||||||||
Warrants exercisable at end of year | $ | 13,547 | 13,547 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||||||||||||
Grant date fair value per warrant | $ / shares | $ 0.07 | $ 0.05 | ||||||||||||||||
Expected option term (years) | 2 years 9 months 18 days | 4 years | ||||||||||||||||
Expected volatility | 43.10% | 43.29% | ||||||||||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||||||||||
Risk-free interest rate | (0.71%) | (0.65%) | ||||||||||||||||
Compensation expense | $ | 46 | |||||||||||||||||
Unrecognized compensation expense related to non-vested stock-based compensation arrangements | $ | $ 137 | kr 137 | ||||||||||||||||
Period over which unrecognized compensation expense expected to be recognized | 9 months | |||||||||||||||||
2018 EDGE Agreement | Nonemployee Awards | EDGE | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Percentage of options to be issued on total outstanding shares | 2.00% | |||||||||||||||||
Percentage of options to be issued on total outstanding shares upon completion of debt or equity transactions | 5.00% | |||||||||||||||||
Number of options issued | 0 | |||||||||||||||||
New 2018 EDGE Agreement | Nonemployee Awards | EDGE | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Percentage of options to be issued on total outstanding shares | 12.50% | |||||||||||||||||
Number of options issued | 0 | |||||||||||||||||
2019 EDGE Agreement | Nonemployee Awards | EDGE | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Percentage of warrants to be issued on total outstanding shares | 6.50% | |||||||||||||||||
Number of warrants agreed to be issued | 8,315,902 | 8,315,902 | 8,315,902 | |||||||||||||||
Number of shares subscribed for each warrant | 1 | |||||||||||||||||
Subscription price | kr / shares | kr 1.44 | |||||||||||||||||
2019 EDGE Agreement | Nonemployee Awards | Warrants | EDGE | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Percentage of warrants to be issued on total outstanding shares | 6.50% | |||||||||||||||||
Number of warrants agreed to be issued | 8,315,902 | 8,315,902 | 8,315,902 | |||||||||||||||
Number of shares subscribed for each warrant | 1 | |||||||||||||||||
Subscription price | kr / shares | kr 1.44 | |||||||||||||||||
2020 EDGE Agreement | Nonemployee Awards | EDGE | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Warrants vesting period | 18 months | |||||||||||||||||
Number of warrants agreed to be issued | 3,838,401 | |||||||||||||||||
Number of shares subscribed for each warrant | 1 | |||||||||||||||||
Subscription price | kr / shares | kr 1.50 | kr 1.85 | ||||||||||||||||
2020 EDGE Agreement | Nonemployee Awards | Warrants | EDGE | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Warrants vesting period | 18 months | |||||||||||||||||
Number of warrants agreed to be issued | 3,838,401 | |||||||||||||||||
Number of shares subscribed for each warrant | 1 | |||||||||||||||||
Subscription price | kr / shares | kr 1.85 | kr 1.50 |
Share-Based Compensation - No_4
Share-Based Compensation - Non-Employee Awards - Liability classified (Details) - FREYR AS - Nonemployee Awards € in Thousands, $ in Thousands | Feb. 16, 2021kr / sharesshares | Dec. 04, 2020USD ($)shares | Dec. 04, 2020EUR (€)shares | Mar. 31, 2021USD ($)shares | Mar. 31, 2021kr / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Accrued share-based compensation expense | $ 427 | € 375 | ||||||
Number of warrants issued | 2,308,526 | |||||||
Exercise price of warrants | kr / shares | kr 0.01 | |||||||
Compensation expense | $ | $ 0 | $ 427 | ||||||
Warrants payment-in-kind | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of warrants agreed to be issued | 2,308,526 | 2,308,526 | 2,308,526 | |||||
Accrued share-based compensation expense | $ 427 | € 375 | ||||||
Number of warrants issued | 0 | |||||||
Exercise price of warrants | kr / shares | kr 0.01 | kr 0 | ||||||
Compensation expense | $ | $ 3,739 | $ 0 |
Government Grants (Details)_2
Government Grants (Details) - FREYR AS $ in Thousands | Feb. 12, 2021item | Mar. 05, 2020installment | Sep. 04, 2018installment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Equity, Class of Treasury Stock [Line Items] | |||||
No of installments | 3 | 3 | 3 | ||
Other income | All milestones | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Grant income recognized | $ 747 | ||||
Other income | Second milestone | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Grant income recognized | $ 138 | ||||
Other income | Third milestone | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Grant income recognized | $ 41 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of the effective rate of tax (Details) - FREYR AS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Pretax net loss | $ (11,887) | $ (895) | $ (9,605) | $ (1,201) |
Statutory tax rate | 22.00% | 22.00% | 22.00% | 22.00% |
Income taxes calculated at statutory tax rate | $ (2,615) | $ (197) | $ (2,113) | $ (264) |
Changes in valuation allowance | 1,701 | 187 | 1,728 | 468 |
Permanent tax items | 914 | 10 | 385 | (205) |
Effect of change in tax rate | 1 | |||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Effective rate of tax | 0.00% | 0.00% | 0.00% | 0.00% |
Income Taxes - Components of _2
Income Taxes - Components of the deferred tax assets and liabilities (Details) - FREYR AS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets | |||
Tax losses carryforwards | $ 4,374 | $ 2,494 | $ 496 |
Total deferred tax assets before valuation allowance | 4,374 | 2,494 | 496 |
Valuation allowance | (4,097) | (2,397) | (485) |
Total deferred tax assets | 277 | 97 | 11 |
Deferred tax liabilities | |||
Property and equipment | 3 | 2 | 1 |
Prepayment and deferred income | 274 | 95 | 10 |
Total deferred tax liabilities | 277 | 97 | $ 11 |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes - Additional Inf_2
Income Taxes - Additional Information (Details) - FREYR AS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Provision for income taxes | $ 0 | $ 0 | $ 0 | $ 0 |
Current tax expense | 0 | 0 | 0 | |
Current deferred tax expense | 0 | 0 | 0 | |
Valuation allowance | 1,701 | 187 | 1,728 | 468 |
Net operating loss carryforwards | 19,882 | 2,911 | 11,336 | 2,255 |
Operating loss carryforwards, valuation allowance | 4,097 | $ 2,397 | 2,397 | $ 485 |
Net deferred tax asset | $ 0 | $ 0 |
Related Party Transactions (D_2
Related Party Transactions (Details) - FREYR AS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts payable | $ 362 | $ 320 | $ 31 |
Accrued Professional Fees and Legal Fees, Related Parties, Current | 119 | 21 | |
Accrued other operating costs | 2 | 20 | |
Accrued interest | 3 | ||
Accounts payable and accrued liabilities - related party | $ 481 | $ 322 | $ 75 |
Consulting Agreements (Details)
Consulting Agreements (Details) - FREYR AS | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018MWh | Mar. 31, 2021NOK (kr) | Dec. 31, 2020NOK (kr) | |
Related Party Transaction [Line Items] | |||||||
Unpaid amounts | $ 481,000 | $ 322,000 | $ 75,000 | ||||
Consulting agreement with EDGE | |||||||
Related Party Transaction [Line Items] | |||||||
Monthly cash retainer | $ 40,000 | $ 40,000 | |||||
Percentage eligible on targeted management bonus pool in case of non-payment of annual cash bonus | 30.00% | 30.00% | 30.00% | 30.00% | |||
Amount of percentage eligible on targeted management bonus pool in case of non-payment of annual cash bonus | $ 2,000,000 | $ 2,000,000 | kr 25,000,000 | kr 25,000,000 | |||
Expenses incurred in relation to the consulting services | 130,000 | $ 127,000 | 568,000 | 473,000 | |||
Unpaid amounts | $ 6,000 | 42,000 | $ 42,000 | 51,000 | |||
Consulting agreement with EDGE | Maximum | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of discretionary annual cash bonus | 30.00% | 30.00% | 30.00% | 30.00% | |||
Consulting agreement related to the development of onshore wind park in the Rana and Nesna municipalities | |||||||
Related Party Transaction [Line Items] | |||||||
Unpaid amounts | $ 0 | 21,000 | |||||
Onshore Wind park | MWh | 600 | ||||||
Consulting agreement with Metier OEC | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses incurred in relation to the consulting services | $ 1,168,000 | 77,000 | 917,000 | 0 | |||
Unpaid amounts | $ 475,000 | $ 280,000 | $ 280,000 | $ 0 |
Basic and Diluted Net Loss Pe_8
Basic and Diluted Net Loss Per Share - Schedule of Basic and diluted Net Loss per share (Details) - FREYR AS - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | ||||
Net loss attributable to ordinary shareholders - basic | $ (11,887) | $ (895) | $ (9,605) | $ (1,201) |
Dilutive effect of Investment Agreement Warrants | (1,136) | |||
Net loss attributable to ordinary shareholders - diluted | $ (11,887) | $ (895) | $ (9,605) | $ (2,337) |
Denominator: | ||||
Weighted average ordinary shares outstanding - basic | 209,196,827 | 118,700,000 | 158,142,423 | 118,700,000 |
Dilutive effect of Investment Agreement Warrants | 800,174 | |||
Weighted average ordinary shares outstanding - diluted | 209,196,827 | 118,700,000 | 158,142,423 | 119,500,174 |
Earnings per share: | ||||
Basic | $ (0.06) | $ (0.01) | $ (0.06) | $ (0.01) |
Diluted | $ (0.06) | $ (0.01) | $ (0.06) | $ (0.02) |
Basic and Diluted Net Loss Pe_9
Basic and Diluted Net Loss Per Share - Schedule of Weighted average number of Shares (Details) - FREYR AS - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
2018 Convertible Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average Number of shares to be excluded from Computation of EPS to be anti-dilutive | 954,219 | 921,053 | ||
EDGE warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average Number of shares to be excluded from Computation of EPS to be anti-dilutive | 12,154,303 | 5,257,396 | ||
Other nonemployee warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average Number of shares to be excluded from Computation of EPS to be anti-dilutive | 2,308,526 | 170,301 | ||
Employee awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average Number of shares to be excluded from Computation of EPS to be anti-dilutive | 3,541,525 | 327,869 | ||
Redeemable preferred shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average Number of shares to be excluded from Computation of EPS to be anti-dilutive | 11,083,333 | 1,024,590 |
Basic and Diluted Net Loss P_10
Basic and Diluted Net Loss Per Share - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
FREYR AS | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Dividend declared or paid | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events (Details)_2
Subsequent Events (Details) - FREYR AS kr / shares in Units, kr in Thousands, $ in Thousands | Jan. 29, 2021USD ($) | Mar. 01, 2021NOK (kr) | Feb. 16, 2021NOK (kr)kr / sharesshares | Feb. 16, 2021USD ($)shares | Feb. 12, 2021NOK (kr) | Nov. 11, 2020NOK (kr)kr / sharesshares | Nov. 11, 2020USD ($)shares |
Subsequent Event [Line Items] | |||||||
Redeemable preferred shares issued | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | |||
Redeemable preferred shares, par value | kr / shares | kr 0.01 | kr 0.01 | |||||
Aggregate subscription amount | kr 64,081 | $ 7,500 | kr 71,529 | $ 7,500 | |||
Subsequent event | |||||||
Subsequent Event [Line Items] | |||||||
Grant awarded | kr | kr 142,000 | kr 39,000 | |||||
Redeemable preferred shares issued | 7,500,000 | 7,500,000 | |||||
Redeemable preferred shares, par value | kr / shares | kr 0.01 | ||||||
Aggregate subscription amount | kr 64,156 | $ 7,500 | |||||
Number of ordinary shares for each preferred share | 1 | 1 | |||||
PIPE investment | Subsequent event | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from subscription agreement | $ | $ 600,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash | $ 334,000 | $ 370,958 |
Prepaid expenses and other current assets | 219,917 | 234,167 |
Total current assets | 553,917 | 605,125 |
Marketable securities held in Trust Account | 289,838,722 | 289,834,441 |
Total assets | 290,392,639 | 290,439,566 |
Current Liabilities | ||
Accounts payable and accrued expenses | 8,133,536 | 3,405,463 |
Advance from related party | 550,000 | |
Total current liabilities | 8,683,536 | 3,405,463 |
Deferred underwriting fee payable | 10,062,500 | 10,062,500 |
Warrant liabilities | 60,950,000 | 35,356,250 |
Total liabilities | 79,696,036 | 48,824,213 |
Commitments and contingencies (Note 5) | ||
Class A ordinary shares subject to possible redemption, 20,403,682 and 23,470,955 shares at redemption value at March 31, 2021 and December 31, 2020 | 205,696,595 | 236,615,344 |
Shareholders' Equity | ||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 49,025,999 | 18,107,557 |
Accumulated deficit | (44,027,545) | (13,108,795) |
Total shareholders' equity (deficit) | 5,000,008 | 5,000,009 |
Total liabilities and shareholders' equity (deficit) | 290,392,639 | 290,439,566 |
Class A Ordinary Shares | ||
Shareholders' Equity | ||
Ordinary share capital, NOK 0.01 par value, 209,196,827 shares authorized, issued and outstanding as of March, 31, 2021 and December 31, 2020 | 835 | 528 |
Total shareholders' equity (deficit) | 835 | 528 |
Class B Ordinary Shares | ||
Shareholders' Equity | ||
Ordinary share capital, NOK 0.01 par value, 209,196,827 shares authorized, issued and outstanding as of March, 31, 2021 and December 31, 2020 | 719 | 719 |
Total shareholders' equity (deficit) | $ 719 | $ 719 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class B Ordinary Shares | |||
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | |
CIK000178115 Alussa Energy Acquisition Corp | |||
Ordinary shares subject to possible redemption | 20,403,682 | 23,470,955 | 24,391,533 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
CIK000178115 Alussa Energy Acquisition Corp | Class A Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 8,346,318 | 5,279,045 | 4,358,467 |
Ordinary shares, shares outstanding | 8,346,318 | 5,279,045 | 4,358,467 |
CIK000178115 Alussa Energy Acquisition Corp | Class B Ordinary Shares | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | 7,187,500 |
Ordinary shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating costs | $ 5,329,281 | $ 499,845 |
Loss from operations | (5,329,281) | (499,845) |
Other income (expense): | ||
Interest income | 4,281 | 892,590 |
Unrealized gain on marketable securities held in Trust Account | 881,891 | |
Change in fair value of warrant liabilities | (25,593,750) | 7,668,750 |
Other income (expense) | (25,589,469) | 9,443,231 |
Net loss | $ (30,918,750) | $ 8,943,386 |
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 23,470,955 | 24,391,533 |
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ 0.03 | |
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 12,466,545 | 11,545,967 |
Basic and diluted net income (loss) per non-redeemable ordinary share (Note 3) (in Shares) | (2.48) | 0.71 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Ending balance at Dec. 31, 2019 | $ 436 | $ 719 | $ 9,778,630 | $ (4,779,782) | $ 5,000,003 |
Balance (in Shares) at Dec. 31, 2019 | 4,358,467 | 7,187,500 | |||
Beginning balance at Jun. 12, 2019 | $ 0 | $ 0 | 0 | ||
Balance (in Shares) at Jun. 12, 2019 | 0 | 0 | |||
Class A ordinary shares subject to redemption | $ (2,439) | $ 0 | (244,195,965) | ||
Net loss | (4,779,782) | ||||
Ending balance at Dec. 31, 2019 | $ 436 | $ 719 | 9,778,630 | (4,779,782) | 5,000,003 |
Balance (in Shares) at Dec. 31, 2019 | 4,358,467 | 7,187,500 | |||
Class A ordinary shares subject to redemption | $ (73) | (8,943,307) | (8,943,380) | ||
Class A ordinary shares subject to redemption (in Shares) | (738,384) | ||||
Net loss | 8,943,386 | 8,943,386 | |||
Ending balance at Mar. 31, 2020 | $ 363 | $ 719 | 835,323 | 4,163,604 | 5,000,009 |
Balance (in Shares) at Mar. 31, 2020 | 3,620,083 | 7,187,500 | |||
Beginning balance at Dec. 31, 2019 | $ 436 | $ 719 | 9,778,630 | (4,779,782) | 5,000,003 |
Balance (in Shares) at Dec. 31, 2019 | 4,358,467 | 7,187,500 | |||
Beginning balance at Dec. 31, 2019 | $ 436 | $ 719 | 9,778,630 | (4,779,782) | 5,000,003 |
Balance (in Shares) at Dec. 31, 2019 | 4,358,467 | 7,187,500 | |||
Beginning balance at Dec. 31, 2019 | $ 436 | $ 719 | 9,778,630 | (4,779,782) | 5,000,003 |
Balance (in Shares) at Dec. 31, 2019 | 4,358,467 | 7,187,500 | |||
Class A ordinary shares subject to redemption | $ 92 | 7,580,621 | |||
Net loss | (7,580,615) | ||||
Ending balance at Dec. 31, 2020 | $ 528 | $ 719 | 18,107,557 | (13,108,795) | 5,000,009 |
Balance (in Shares) at Dec. 31, 2020 | 5,279,045 | 7,187,500 | |||
Beginning balance at Mar. 31, 2020 | $ 363 | $ 719 | 835,323 | 4,163,604 | 5,000,009 |
Balance (in Shares) at Mar. 31, 2020 | 3,620,083 | 7,187,500 | |||
Beginning balance at Dec. 31, 2020 | $ 528 | $ 719 | 18,107,557 | (13,108,795) | 5,000,009 |
Balance (in Shares) at Dec. 31, 2020 | 5,279,045 | 7,187,500 | |||
Class A ordinary shares subject to redemption | $ 307 | 30,918,442 | 30,918,749 | ||
Class A ordinary shares subject to redemption (in Shares) | 3,067,273 | ||||
Net loss | (30,918,750) | (30,918,750) | |||
Ending balance at Mar. 31, 2021 | $ 835 | $ 719 | $ 49,025,999 | $ (44,027,545) | $ 5,000,008 |
Balance (in Shares) at Mar. 31, 2021 | 8,346,318 | 7,187,500 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||||
Net income (loss) | $ (30,918,750) | $ 8,943,386 | $ (4,779,782) | $ (7,580,615) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||
Interest earned on marketable securities held in Trust Account | (4,281) | (892,590) | (290,672) | (2,003,660) |
Unrealized gain on marketable securities held in Trust Account | (881,891) | (40,109) | 0 | |
Change in fair value of warrant liabilities | 25,593,750 | (7,668,750) | 3,937,500 | 4,393,750 |
Changes in operating assets and liabilities: | ||||
Prepaid expenses and other current assets | 14,250 | 31,155 | (113,049) | (121,118) |
Accounts payable and accrued expenses | 4,728,073 | 66,527 | 5,224 | 3,400,239 |
Net cash used in operating activities | (586,958) | (402,163) | (228,898) | (1,911,404) |
Cash Flows from Financing Activities: | ||||
Proceeds from promissory note - related party | 550,000 | 0 | 198,959 | 0 |
Net cash provided by financing activities | 550,000 | 0 | 290,011,260 | 0 |
Net increase in cash, cash equivalents, and restricted cash | (36,958) | (402,163) | 2,282,362 | (1,911,404) |
Cash - Beginning | 370,958 | 2,282,362 | 0 | 2,282,362 |
Cash - Ending | 334,000 | 1,880,199 | 2,282,362 | 370,958 |
Non-cash investing and financing activities: | ||||
Change in fair value of Class A ordinary shares subject to redemption | $ (30,918,749) | $ 8,943,381 | $ 3,721,225 | $ 7,580,621 |
Description of Organization and
Description of Organization and Business Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Alussa Energy Acquisition Corp. (the “Company”) is a 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 was 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, 2021, 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 “Public Warrants”). Each whole Public 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 5. 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, 2021, cash of $334,000 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. 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. On January 29, 2021, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with FREYR AS, a company organized under the laws of Norway (“FREYR”), the Sponsor, in the capacity as the representative for the Alussa shareholders in accordance with the terms and conditions of the Business Combination Agreement, FREYR Battery, a corporation in the form of a public limited liability company organized under the laws of Luxembourg (“Pubco”), Norway Sub 1 AS, a private limited liability company under the laws of Norway (“Norway Merger Sub 1”), Norway Sub 2 AS, a private limited liability company under the laws of Norway (“Norway Merger Sub 2” and together with Norway Merger Sub 1, the “Norway Merger Subs”), Adama Charlie Sub, a Cayman Islands exempted company (“Cayman Merger Sub”), certain shareholders of FREYR named in the Business Combination Agreement (the “Major Shareholders”), and ATS NEXT AS, in the capacity as the representative for the Major Shareholders in accordance with the terms and conditions of the Business Combination Agreement (the “Shareholder Representative”). Prior to the completion of the transactions contemplated by the Business Combination Agreement, the Norway Merger Subs shall be wholly-owned subsidiaries of the Company. Pursuant to the terms of the Business Combination Agreement, (a) the Company will merge with and into Cayman Merger Sub, with the Company continuing as the surviving entity (the “Cayman Merger”), (b) the Company will distribute all of its interests in Norway Merger Sub 1 to Pubco, (c) FREYR will merge with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity (the “Norway Merger”), (d) Norway Merger Sub 1 will merge with and into Pubco, with Pubco continuing as the surviving entity (the “Cross-Border Merger”), as a result of which, (i) each issued and outstanding security of the Company immediately prior to the effective time of the Cayman Merger shall be exchanged for the right of the holder thereof to receive securities of Pubco in accordance with the Business Combination Agreement (or, in the case of Dissenting Purchaser Shareholders, if any, the right to receive the fair value of such holder’s Dissenting Purchaser Ordinary Shares and such other rights as are granted by the Cayman Companies Law), (ii) each issued and outstanding security of FREYR immediately prior to the effective time of the Norway Merger shall be exchanged for the right of the holder thereof to receive securities of Norway Merger Sub 1 in accordance with the Business Combination Agreement and (iii) each issued and outstanding security of Norway Merger Sub 1 immediately prior to the Cross-Border Effective Time shall be exchanged for the right of the holder to receive securities of Pubco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law. The Business Combination will be consummated in accordance with the terms and subject to the conditions as further described in the Business Combination Agreement. Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1B. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Alussa Energy Acquisition Corp. 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 was 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 December 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 5. 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 December 31, 2020, cash of $370,958 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. 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Liquidity and Going Concern
Liquidity and Going Concern | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
LIQUIDITY AND GOING CONCERN | NOTE 2. LIQUIDITY AND GOING CONCERN As of March 31, 2021, the Company had $334,000 in its operating bank accounts, $289,838,722 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $(8,129,619). As of March 31, 2021, approximately $2,338,700 of the amount on deposit in the Trust Account represented interest income and unrealized gain, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available on commercially acceptable terms, if at all. See Note 5 for further discussions of subsequent borrowings under the loan note dated February 9, 2021. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 29, 2021, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | NOTE 2. LIQUIDITY AND GOING CONCERN As of December 31, 2020, the Company had $370,958 in its operating bank accounts, $289,834,441 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $(2,800,338). As of December 31, 2020, approximately $2,334,000 of the amount on deposit in the Trust Account represented interest income and unrealized gain, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 29, 2021, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of preferred shares, among others. The Company bases these estimates on historical experiences and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Unaudited Condensed Consolidated Financial Statements The accompanying interim condensed consolidated balance sheet as of March 31, 2021, the interim condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2021 and 2020, the interim condensed consolidated statement of shareholders’ equity for the three months ended March 31, 2021 and 2020, and the interim condensed consolidated statements of cash flows for the three months ended March 31, 2021 and 2020, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2021 and its results of operations and cash flows for the three months ended March 31, 2021 and 2020. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements related to the three-month periods are also unaudited. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. Although the consolidated balance sheet as of December 31, 2020 was derived from the audited annual consolidated financial statements as of December 31, 2020, these interim condensed consolidated financial statements do not contain all of the footnote disclosures from the annual consolidated financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual financial statements for the fiscal year ended December 31, 2020. Significant Risk and Uncertainties The Company is subject to those risks common in the renewable energy and manufacturing industries and also those risks common to early stage development companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, the ability to obtain or maintain licenses and permits to support future business, competition, dependence on key personnel and key external alliances, loss of its grant contributor, the ability to maintain and establish relationships with current and future vendors and suppliers, the successful protection of its proprietary technologies, the possibility of the factory development being disrupted, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. Restricted Cash Restricted cash consists of funds held in a restricted account for payment of income tax withholdings to the Norwegian government, payable every other month. Fair Value Measurement The Company follows the accounting guidance in ASC 820, Fair Value Measurement, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Fair value measurements of assets and liabilities are categorized based on the following hierarchy: Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities. Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means. Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. For the nine convertible notes issued in 2020 (“2020 Convertible Notes”), the Company has elected the fair value option. Such election is irrevocable and is applied on an instrument-by-instrument basis at initial recognition. Any changes in the fair value of these securities are recognized in the consolidated statements of operations and comprehensive loss. Interest expense on the 2020 Convertible Notes for which the fair value option has been elected is based on stated interest rates and is recorded as interest expense within the consolidated statements of operations and comprehensive loss. | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of ordinary shares and the warrant liability, among others. The Company bases these estimates on historical experiences and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Segment Information The Company is focused on the development of lithium-ion batteries as its primary business and the Company’s Chief Executive Officer (“CEO”), who is the chief operating decision-maker, manages the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. Significant Risk and Uncertainties The Company is subject to those risks common in the renewable energy and manufacturing industries and also those risks common to early stage development companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, the ability to obtain or maintain licenses and permits to support future business, competition, dependence on key personnel and key external alliances, loss of its grant contributor, the ability to maintain and establish relationships with current and future vendors and suppliers, the successful protection of its proprietary technologies, the possibility of the factory development being disrupted, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents by making deposits with large, reputable financial institutions. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and current balances with banks and similar institutions. As of December 31, 2020 and 2019, cash and cash equivalents were $14,749 thousand and $179 thousand, respectively. Restricted Cash Restricted cash consists of funds held in a restricted account for payment of income tax withholdings to the Norwegian government, payable every other month. As of December 31, 2020 and 2019, restricted cash was $196 thousand and $78 thousand, respectively. Fair Value Measurement The Company follows the accounting guidance in ASC 820, Fair Value Measurement, for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Fair value measurements of assets and liabilities are categorized based on the following hierarchy: Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities. Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means. Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. For the nine convertible notes issued in 2020 (“2020 Convertible Notes”), the Company has elected the fair value option. Such election is irrevocable and is applied on an instrument-by-instrument basis at initial recognition. Any changes in the fair value of these securities are recognized in the consolidated statements of operations and comprehensive loss. Interest expense on the 2020 Convertible Notes for which the fair value option has been elected is based on stated interest rates and is recorded as interest expense within the consolidated statements of operations and comprehensive loss. VAT Receivable The Company was registered for Value Added Tax (“VAT”) deduction as of May 1, 2019 for income tax purposes. The Company accounts for any VAT paid on invoices for goods or services purchased from suppliers as a VAT receivable. Periodically, the net VAT balance is calculated as either due to or due from the Norwegian Tax Administration (“NTA”). As the Company does not have any revenues, no VAT payable has been recognized. As of December 31, 2020 and 2019, the VAT receivable was $442 thousand and $183 thousand, respectively. Property and Equipment Property and equipment is recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset, which ranges from two Maintenance and repairs are charged to expense as incurred and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the accompanying consolidated statements of operations and comprehensive loss. Leases The Company accounts for its leases under ASC 840, Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as either operating or capital leases. Leases are classified as capital leases whenever the terms of the lease transfer substantially all of the risks and rewards of ownership to the lessee. All other leases are recorded as operating leases. As of December 31, 2020, all of the Company’s leases were operating leases. The Company recognizes rent expense on a straight-line basis over the lease term. Grants The Company recognizes grants received as other income over the periods in which the related costs are incurred and the conditions for receiving the grant have been fulfilled, assuming no restrictions apply with respect to the potential repayment of the grants. If the grants become repayable, the repayment will be first applied against any related unamortized deferred income and the excess will be recorded as an expense. Research and Development Cost Costs related to research and development are expensed as incurred. Research and development expenses consist primarily of compensation to employees engaged in research and development activities, internal and external engineering, supplies and services, and contributions to research institutions. Foreign Currency Translation and Transaction Gains and Losses The functional currency of the Company is its local currency. The Company’s consolidated financial statements have been translated from its functional currency into the presentation currency, U.S. dollars, in accordance with U.S. GAAP. Assets and liabilities are translated at the foreign exchange rates as of the balance sheet dates presented and revenue and expenses are translated at the average foreign exchange rates for the periods presented. Components of equity outside of accumulated other comprehensive income (loss) are translated at the applicable foreign exchange rates as of the dates on which the transaction occurred. Currency translation adjustments are recorded as a component of other comprehensive income (loss). Transaction gains and losses recognized as a result of transactions denominated in a currency other than the functional currency are included in foreign currency transaction gain (loss) on the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2020 and 2019, a net transaction gain of $38 thousand and a net transaction loss of $9 thousand, respectively, was recognized. Share-Based Compensation The Company measures and recognizes compensation expense for all equity-based awards made to employees, directors, and non-employees, including share options, based on estimated fair values recognized over the requisite service period in accordance with ASC 718, Stock-Based Compensation. Share-based payments, including grants of share options, are recognized in the consolidated statements of operations and comprehensive loss as general and administrative expense. The Company recognizes compensation expense for all equity-based employee awards with service-based vesting requirements on a straight-line basis over the requisite service period of the awards, which is generally the award’s vesting period. These amounts are reduced by forfeitures as the forfeitures occur. Defined Contribution Plan The Company is obligated to have an occupational pension scheme under the Mandatory Occupational Pensions Act. The Company’s pension plan (“Pension Plan”) is a defined contribution plan, in which the costs are recognized as pension expense, within general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company contributes 5% of each employees’ salary for amounts up to 7.1 times “G”, an amount established by the NTA that is effective on May 1 of each year, and then contributes 11.4% for amounts between 7.1 and 12 times “G”. “G” was NOK 97 thousand from May 1, 2018 to April 30, 2019, NOK 100 thousand from May 1, 2019 to April 30, 2020, and NOK 101 thousand from May 1, 2020 to April 30, 2021. Further contribution by employees is voluntary. For the years ended December 31, 2020 and 2019, the Company recognized general and administrative expense of $84 thousand and $10 thousand, respectively, for contributions to the Pension Plan. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts of assets and liabilities for income tax purposes and operating losses carried forward, measured by applying tax rates based on currently enacted tax laws. Valuation allowances are calculated, when necessary, to reduce the net deferred tax assets to an amount that is more likely than not to be realized. Changes in the valuation allowances occurring in subsequent periods are included in the consolidated statements of operations and comprehensive loss. The Company recognizes uncertain tax positions based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more likely than not to be sustained. Uncertain income tax positions are not recognized if there is less than a 50% likelihood of being sustained. Emerging Growth Company 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 qualifies as an emerging growth company, as defined in the JOBS Act, and therefore intends to take advantage of certain exemptions from various public company reporting requirements, including delaying adoption of new or revised accounting standards until those standards apply to private companies. The effective dates shown below reflect the election to use the extended transition period. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements Leases (Topic 842): Codification Improvements Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities Adoption of Accounting Pronouncements In April 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement Fair Value Measurement |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of preferred shares, among others. The Company bases these estimates on historical experiences and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Unaudited Condensed Consolidated Financial Statements The accompanying interim condensed consolidated balance sheet as of March 31, 2021, the interim condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2021 and 2020, the interim condensed consolidated statement of shareholders’ equity for the three months ended March 31, 2021 and 2020, and the interim condensed consolidated statements of cash flows for the three months ended March 31, 2021 and 2020, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of March 31, 2021 and its results of operations and cash flows for the three months ended March 31, 2021 and 2020. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements related to the three-month periods are also unaudited. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. Although the consolidated balance sheet as of December 31, 2020 was derived from the audited annual consolidated financial statements as of December 31, 2020, these interim condensed consolidated financial statements do not contain all of the footnote disclosures from the annual consolidated financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual financial statements for the fiscal year ended December 31, 2020. Significant Risk and Uncertainties The Company is subject to those risks common in the renewable energy and manufacturing industries and also those risks common to early stage development companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, the ability to obtain or maintain licenses and permits to support future business, competition, dependence on key personnel and key external alliances, loss of its grant contributor, the ability to maintain and establish relationships with current and future vendors and suppliers, the successful protection of its proprietary technologies, the possibility of the factory development being disrupted, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. Restricted Cash Restricted cash consists of funds held in a restricted account for payment of income tax withholdings to the Norwegian government, payable every other month. Fair Value Measurement The Company follows the accounting guidance in ASC 820, Fair Value Measurement, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Fair value measurements of assets and liabilities are categorized based on the following hierarchy: Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities. Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means. Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. For the nine convertible notes issued in 2020 (“2020 Convertible Notes”), the Company has elected the fair value option. Such election is irrevocable and is applied on an instrument-by-instrument basis at initial recognition. Any changes in the fair value of these securities are recognized in the consolidated statements of operations and comprehensive loss. Interest expense on the 2020 Convertible Notes for which the fair value option has been elected is based on stated interest rates and is recorded as interest expense within the consolidated statements of operations and comprehensive loss. | 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of ordinary shares and the warrant liability, among others. The Company bases these estimates on historical experiences and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Segment Information The Company is focused on the development of lithium-ion batteries as its primary business and the Company’s Chief Executive Officer (“CEO”), who is the chief operating decision-maker, manages the Company’s operations as a single operating segment for purposes of allocating resources and evaluating financial performance. Significant Risk and Uncertainties The Company is subject to those risks common in the renewable energy and manufacturing industries and also those risks common to early stage development companies, including, but not limited to, the possibility of not being able to successfully develop or market its products, the ability to obtain or maintain licenses and permits to support future business, competition, dependence on key personnel and key external alliances, loss of its grant contributor, the ability to maintain and establish relationships with current and future vendors and suppliers, the successful protection of its proprietary technologies, the possibility of the factory development being disrupted, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. Concentrations of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. The Company seeks to mitigate its credit risk with respect to cash and cash equivalents by making deposits with large, reputable financial institutions. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and current balances with banks and similar institutions. As of December 31, 2020 and 2019, cash and cash equivalents were $14,749 thousand and $179 thousand, respectively. Restricted Cash Restricted cash consists of funds held in a restricted account for payment of income tax withholdings to the Norwegian government, payable every other month. As of December 31, 2020 and 2019, restricted cash was $196 thousand and $78 thousand, respectively. Fair Value Measurement The Company follows the accounting guidance in ASC 820, Fair Value Measurement, for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. Fair value measurements of assets and liabilities are categorized based on the following hierarchy: Level 1 — Fair value determined based on quoted prices in active markets for identical assets or liabilities. Level 2 — Fair value determined using significant observable inputs, such as quoted prices for similar assets or liabilities or quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data, by correlation or other means. Level 3 — Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. For the nine convertible notes issued in 2020 (“2020 Convertible Notes”), the Company has elected the fair value option. Such election is irrevocable and is applied on an instrument-by-instrument basis at initial recognition. Any changes in the fair value of these securities are recognized in the consolidated statements of operations and comprehensive loss. Interest expense on the 2020 Convertible Notes for which the fair value option has been elected is based on stated interest rates and is recorded as interest expense within the consolidated statements of operations and comprehensive loss. VAT Receivable The Company was registered for Value Added Tax (“VAT”) deduction as of May 1, 2019 for income tax purposes. The Company accounts for any VAT paid on invoices for goods or services purchased from suppliers as a VAT receivable. Periodically, the net VAT balance is calculated as either due to or due from the Norwegian Tax Administration (“NTA”). As the Company does not have any revenues, no VAT payable has been recognized. As of December 31, 2020 and 2019, the VAT receivable was $442 thousand and $183 thousand, respectively. Property and Equipment Property and equipment is recorded at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful life of the related asset, which ranges from two Maintenance and repairs are charged to expense as incurred and improvements are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the accompanying consolidated statements of operations and comprehensive loss. Leases The Company accounts for its leases under ASC 840, Leases. Under this guidance, lessees classify arrangements meeting the definition of a lease as either operating or capital leases. Leases are classified as capital leases whenever the terms of the lease transfer substantially all of the risks and rewards of ownership to the lessee. All other leases are recorded as operating leases. As of December 31, 2020, all of the Company’s leases were operating leases. The Company recognizes rent expense on a straight-line basis over the lease term. Grants The Company recognizes grants received as other income over the periods in which the related costs are incurred and the conditions for receiving the grant have been fulfilled, assuming no restrictions apply with respect to the potential repayment of the grants. If the grants become repayable, the repayment will be first applied against any related unamortized deferred income and the excess will be recorded as an expense. Research and Development Cost Costs related to research and development are expensed as incurred. Research and development expenses consist primarily of compensation to employees engaged in research and development activities, internal and external engineering, supplies and services, and contributions to research institutions. Foreign Currency Translation and Transaction Gains and Losses The functional currency of the Company is its local currency. The Company’s consolidated financial statements have been translated from its functional currency into the presentation currency, U.S. dollars, in accordance with U.S. GAAP. Assets and liabilities are translated at the foreign exchange rates as of the balance sheet dates presented and revenue and expenses are translated at the average foreign exchange rates for the periods presented. Components of equity outside of accumulated other comprehensive income (loss) are translated at the applicable foreign exchange rates as of the dates on which the transaction occurred. Currency translation adjustments are recorded as a component of other comprehensive income (loss). Transaction gains and losses recognized as a result of transactions denominated in a currency other than the functional currency are included in foreign currency transaction gain (loss) on the consolidated statements of operations and comprehensive loss. For the years ended December 31, 2020 and 2019, a net transaction gain of $38 thousand and a net transaction loss of $9 thousand, respectively, was recognized. Share-Based Compensation The Company measures and recognizes compensation expense for all equity-based awards made to employees, directors, and non-employees, including share options, based on estimated fair values recognized over the requisite service period in accordance with ASC 718, Stock-Based Compensation. Share-based payments, including grants of share options, are recognized in the consolidated statements of operations and comprehensive loss as general and administrative expense. The Company recognizes compensation expense for all equity-based employee awards with service-based vesting requirements on a straight-line basis over the requisite service period of the awards, which is generally the award’s vesting period. These amounts are reduced by forfeitures as the forfeitures occur. Defined Contribution Plan The Company is obligated to have an occupational pension scheme under the Mandatory Occupational Pensions Act. The Company’s pension plan (“Pension Plan”) is a defined contribution plan, in which the costs are recognized as pension expense, within general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company contributes 5% of each employees’ salary for amounts up to 7.1 times “G”, an amount established by the NTA that is effective on May 1 of each year, and then contributes 11.4% for amounts between 7.1 and 12 times “G”. “G” was NOK 97 thousand from May 1, 2018 to April 30, 2019, NOK 100 thousand from May 1, 2019 to April 30, 2020, and NOK 101 thousand from May 1, 2020 to April 30, 2021. Further contribution by employees is voluntary. For the years ended December 31, 2020 and 2019, the Company recognized general and administrative expense of $84 thousand and $10 thousand, respectively, for contributions to the Pension Plan. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the carrying amounts of assets and liabilities for income tax purposes and operating losses carried forward, measured by applying tax rates based on currently enacted tax laws. Valuation allowances are calculated, when necessary, to reduce the net deferred tax assets to an amount that is more likely than not to be realized. Changes in the valuation allowances occurring in subsequent periods are included in the consolidated statements of operations and comprehensive loss. The Company recognizes uncertain tax positions based upon its estimate of whether, and the extent to which, additional taxes will be due when such estimates are more likely than not to be sustained. Uncertain income tax positions are not recognized if there is less than a 50% likelihood of being sustained. Emerging Growth Company 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 qualifies as an emerging growth company, as defined in the JOBS Act, and therefore intends to take advantage of certain exemptions from various public company reporting requirements, including delaying adoption of new or revised accounting standards until those standards apply to private companies. The effective dates shown below reflect the election to use the extended transition period. Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements Leases (Topic 842): Codification Improvements Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities Adoption of Accounting Pronouncements In April 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement Fair Value Measurement |
CIK000178115 Alussa Energy Acquisition Corp | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. 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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Amendment No. 1 on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 6, 2021, which contains the audited financial statements (as restated) and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements (as restated) presented in the Company’s amended Annual Report on Form 10-K/A for the year ended December 31, 2020. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 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, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, the assets held in the Trust Account were substantially held in a money market fund holding U.S. Treasury Bills, which are classified as trading securities in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Investments — Debt and Equity Securities.” Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in 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. 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, 2021 and December 31, 2020. 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 Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (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. Class A ordinary shares subject to possible redemption at March 31, 2021 and December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (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 placements to purchase 23,125,000 ordinary shares in the calculation of diluted net income (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 income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented. Reconciliation of Net Income (Loss) Per Ordinary Share The Company’s net income (loss) 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 net income (loss) per ordinary share is calculated as follows: Three Months Ended March 31, 2021 2020 Redeemable ordinary shares Numerator: Interest income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Net income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Denominator: Weighted average redeemable ordinary shares outstanding, basic and diluted 23,470,955 24,391,533 Basic and diluted net income per redeemable ordinary share $ 0.00 $ 0.03 Non-redeemable ordinary shares Numerator: Net income (loss) $ (30,918,750) $ 8,943,386 Less: Net income attributable to redeemable ordinary shares (3,038) (780,199) Net income (loss) attributable to non-redeemable ordinary shares $ (30,921,788) $ 8,163,187 Denominator: Weighted average non-redeemable ordinary shares outstanding, basic and diluted 12,466,545 11,545,967 Basic and diluted net income (loss) per non-redeemable ordinary share $ (2.48) $ 0.71 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. Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement”, 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: See Note 8 for additional information on assets and liabilities measured at fair value. Public Warrants and Private Placement Warrants The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 1, Note 3, Note 4, Note 7 and Note 8) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, “Derivatives and Hedging”, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (concurrent with or shortly after the date of the IPO) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change. 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 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 December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Securities Money Market Fund. At December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A 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 Class A 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, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. 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 December 31, 2020 and 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 Income (Loss) Per Ordinary Share Net loss per ordinary share is computed by dividing net income (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. Class A ordinary shares subject to possible redemption at December 31, 2020 and 2019, 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 Income (Loss) Per Ordinary Share The Company’s net income (loss) 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: For the Period from June 13, 2019 (Inception) Year Ended through December 31, December 31, 2020 2019 (As Restated) (As Restated) Redeemable ordinary shares Numerator: Interest income attributable to redeemable ordinary shares $ 1,635,750 $ 246,606 Net income attributable to redeemable ordinary shares $ 1,635,750 $ 246,606 Denominator: Weighted average redeemable ordinary shares outstanding, basic and diluted 24,958,411 3,820,067 Basic and diluted net income per redeemable ordinary share $ 0.07 $ 0.06 Non-redeemable ordinary shares Numerator: Net loss $ (7,580,615) $ (4,779,782) Less: Net income attributable to redeemable ordinary shares (1,635,750) (246,606) Net loss attributable to non-redeemable ordinary shares $ (9,216,365) $ (5,026,389) Denominator: Weighted average non-redeemable ordinary shares outstanding, basic and diluted 10,979,089 7,016,376 Basic and diluted net loss per non-redeemable ordinary share $ (0.84) $ (0.72) 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. Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, 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: See Note 8 for additional information on assets and liabilities measured at fair value. Public Warrants and Private Placement Warrants The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 1A, Note 1B, Note 3, Note 4, Note 8 and Note 10) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (concurrent with or shortly after the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. 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 financial statements. |
Summary of Significant Accounting Policies | NOTE 3. 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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Amendment No. 1 on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 6, 2021, which contains the audited financial statements (as restated) and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements (as restated) presented in the Company’s amended Annual Report on Form 10-K/A for the year ended December 31, 2020. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 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, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, the assets held in the Trust Account were substantially held in a money market fund holding U.S. Treasury Bills, which are classified as trading securities in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Investments — Debt and Equity Securities.” Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in 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. 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, 2021 and December 31, 2020. 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 Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (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. Class A ordinary shares subject to possible redemption at March 31, 2021 and December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (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 placements to purchase 23,125,000 ordinary shares in the calculation of diluted net income (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 income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented. Reconciliation of Net Income (Loss) Per Ordinary Share The Company’s net income (loss) 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 net income (loss) per ordinary share is calculated as follows: Three Months Ended March 31, 2021 2020 Redeemable ordinary shares Numerator: Interest income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Net income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Denominator: Weighted average redeemable ordinary shares outstanding, basic and diluted 23,470,955 24,391,533 Basic and diluted net income per redeemable ordinary share $ 0.00 $ 0.03 Non-redeemable ordinary shares Numerator: Net income (loss) $ (30,918,750) $ 8,943,386 Less: Net income attributable to redeemable ordinary shares (3,038) (780,199) Net income (loss) attributable to non-redeemable ordinary shares $ (30,921,788) $ 8,163,187 Denominator: Weighted average non-redeemable ordinary shares outstanding, basic and diluted 12,466,545 11,545,967 Basic and diluted net income (loss) per non-redeemable ordinary share $ (2.48) $ 0.71 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. Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement”, 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: See Note 8 for additional information on assets and liabilities measured at fair value. Public Warrants and Private Placement Warrants The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 1, Note 3, Note 4, Note 7 and Note 8) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, “Derivatives and Hedging”, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (concurrent with or shortly after the date of the IPO) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change. 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 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 December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Securities Money Market Fund. At December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A 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 Class A 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, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. 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 December 31, 2020 and 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 Income (Loss) Per Ordinary Share Net loss per ordinary share is computed by dividing net income (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. Class A ordinary shares subject to possible redemption at December 31, 2020 and 2019, 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 Income (Loss) Per Ordinary Share The Company’s net income (loss) 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: For the Period from June 13, 2019 (Inception) Year Ended through December 31, December 31, 2020 2019 (As Restated) (As Restated) Redeemable ordinary shares Numerator: Interest income attributable to redeemable ordinary shares $ 1,635,750 $ 246,606 Net income attributable to redeemable ordinary shares $ 1,635,750 $ 246,606 Denominator: Weighted average redeemable ordinary shares outstanding, basic and diluted 24,958,411 3,820,067 Basic and diluted net income per redeemable ordinary share $ 0.07 $ 0.06 Non-redeemable ordinary shares Numerator: Net loss $ (7,580,615) $ (4,779,782) Less: Net income attributable to redeemable ordinary shares (1,635,750) (246,606) Net loss attributable to non-redeemable ordinary shares $ (9,216,365) $ (5,026,389) Denominator: Weighted average non-redeemable ordinary shares outstanding, basic and diluted 10,979,089 7,016,376 Basic and diluted net loss per non-redeemable ordinary share $ (0.84) $ (0.72) 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. Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, 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: See Note 8 for additional information on assets and liabilities measured at fair value. Public Warrants and Private Placement Warrants The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 1A, Note 1B, Note 3, Note 4, Note 8 and Note 10) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (concurrent with or shortly after the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. 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 financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
INITIAL PUBLIC OFFERING | NOTE 4. 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. 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. |
Promissory Note - Related Party
Promissory Note - Related Party | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
PROMISSORY NOTE - RELATED PARTY | NOTE 5. PROMISSORY NOTE — RELATED PARTY On February 9, 2021, the Company issued an unsecured promissory note to the Sponsor pursuant to the working capital loans agreement as described in Note 6, by which the Company may borrow up to $1,500,000 in the aggregate. The note is non-interest bearing and payable on the earlier to occur of (i) the completion of an initial Business Combination or (ii) liquidation. During the three months ended March 31, 2021, the Sponsor made a $550,000 advance to the Company to assist with operation expenses. On April 6, 2021, the Company borrowed $1,500,000 under the loan note, net of the $550,000 advance. On April 30, 2021, the Sponsor elected to convert the loan note into 1,500,000 warrants that are identical to the Private Placement Warrants. | NOTE 5. 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. During 2019, the Company 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. |
Commitments
Commitments | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
COMMITMENTS | NOTE 6. 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. In 2021, 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 February 28, 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 1, 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 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, 2021 and 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. | NOTE 6. 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. February 28, 2020, the Company entered into a consulting agreement with a service provider, pursuant to which the service provider provided the Company with advisory or transaction support for a potential Business Combination. The Company paid the service provider a fee of $75,000 per month for three months, for total fees of $225,000. In addition, on February 28, 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 year ended December 31, 2020 and for the period from June 13, 2019 (inception) through December 3, 2019, the Company incurred and paid $420,000 and $35,000 in fees for these services, respectively. 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 (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. If the Company completes its initial Business Combination, it would repay such loaned amounts without interest. 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. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
Shareholders' Equity (Deficit) | NOTE 7. 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, 2021 and December 31, 2020, 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, 2021 and December 31, 2020, there were 8,346,318 and 5,279,045 Class A Shares issued and outstanding, excluding 20,403,682 and 23,470,955 Class A Shares subject to possible redemption, respectively. At March 31, 2021 and December 31, 2020, 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. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering or November 29, 2020. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those shares is available throughout the 30 day redemption period, unless the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. No Public Warrants will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any Class A ordinary shares to holders seeking to exercise their Public Warrants, unless the issuance of the Class A ordinary shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has determined that after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act within 60 business days after the closing of the Business Combination, the holders of the Public Warrants shall have the right to exercise their Public Warrants on a “cashless basis” in accordance with the Section 3(a)(9) of the Securities Act and, by exchanging the Public Warrants for the number of Class A ordinary share per Public Warrant equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying such Public Warrant, multiplied by the excess of the fair market value over the exercise price by (y) the fair market value. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● In whole and not in part; ● At a price of $0.01 per Public Warrant ● Upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder ● If, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders equals or exceeds $18.00 per share (as adjusted). If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share split, share dividend, rights issuance, subdivision, reorganization, recapitalization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 ordinary 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 ordinary 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 Public 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. 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. | NOTE 7. SHAREHOLDERS’ EQUITY AND WARRANTS 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 December 31, 2020 and 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 December 31, 2020 and 2019, there were 5,279,045 and 4,358,467 Class A Shares issued 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. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering or November 29, 2020. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those shares is available throughout the 30 day redemption period, unless the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. No Public Warrants will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any Class A ordinary shares to holders seeking to exercise their Public Warrants, unless the issuance of the Class A ordinary shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has determined that after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act with 60 business days after the closing of the Business Combination, the holders of the Public Warrants shall have the right to exercise their Public Warrants on a “cashless basis” in accordance with the Section 3(a)(9) of the Securities Act and, by exchanging the Public Warrants for the number of Class A ordinary share per Public Warrant equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying such Public Warrant, multiplied by the excess of the fair market value over the exercise price by (y) the fair market value. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● In whole and not in part; ● At a price of $0.01 per Public Warrant ● Upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder ● If, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders equals or exceeds $18.00 per share (as adjusted). If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share split, share dividend, rights issuance, subdivision, reorganization, recapitalization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 ordinary 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 ordinary 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 Public 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. 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. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
FAIR VALUE MEASUREMENTS | NOTE 8. 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 and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 289,838,722 $ — $ — $ 289,838,722 Total fair value $ 289,838,722 $ — $ — $ 289,838,722 Liabilities: Public Warrants $ 32,775,000 $ — $ — $ 32,775,000 Private Placement Warrants — — 28,175,000 28,175,000 Total fair value $ 32,775,000 $ — $ 28,175,000 $ 60,950,000 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 289,834,441 $ — $ — $ 289,834,441 Total fair value $ 289,834,441 $ — $ — $ 289,834,441 Liabilities: Public Warrants $ 17,681,250 $ — $ — $ 17,681,250 Private Placement Warrants — — 17,675,000 17,675,000 Total fair value $ 17,681,250 $ — $ 17,675,000 $ 35,356,250 Public Warrants and Private Placement Warrants The Public Warrants and Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at issuance and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. As of March 31, 2021 and December 31, 2020, the Public Warrants were classified as a Level 1 fair value measurement due to the use of an observable market quote in an active market under the ticker ALUS.WS and the Private Placement Warrants were classified as a Level 3 fair value measurement based on the use of unobservable inputs. As of March 31, 2021 and December 31, 2020, the fair value of the Public Warrants was $32,775,000 and $17,681,250, respectively, based on the closing price of ALUS.WS on the respective dates of $2.28 and $1.23 per Public Warrant, respectively. The Company’s use of the Black-Scholes option pricing model for the Private Placement Warrants as of March 31, 2021 and December 31, 2020 required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the U.S. Constant Maturity Treasury yield, which was commensurate with the contractual terms of the Private Placement Warrants, which expire on the earlier of (i) five years after the completion of the initial Business Combination and (ii) redemption or liquidation. An increase in the risk-free interest rate in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected term was determined to be 5.2 and 5.5 years as of March 31, 2021 and December 31, 2020, respectively, as the Private Placement Warrants become exercisable on the later of (i) 30 days after the completion of the Business Combination and (ii) 12 months from the IPO date or November 29, 2020. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The fair value of the Units, which each consist of one Class A ordinary shares and one-half of one Public Warrant, represents the closing price on the measurement date as observed from the ticker ALUS.U. The key inputs into the Black-Scholes option model for the Private Placement Warrants were as follows on each respective date: March 31, December 31, 2021 2020 Risk-free interest rate 0.96 % 0.43 % Term (years) 5.2 5.5 Volatility 40.03 % 26.17 % Dividend yield 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 Share price $ 10.00 $ 10.06 The following table presents changes in the Level 3 Private Placement Warrants measured at fair value for the three months ended March 31, 2021 and 2020: Private Public Placement Warrant Warrants Warrants Liabilities Fair value as of December 31, 2020 $ 17,681,250 $ 17,675,000 $ 35,356,250 Change in fair value of warrant liabilities 15,093,750 10,500,000 25,593,750 Fair value as of March 31, 2021 $ 32,775,000 $ 28,175,000 $ 60,950,000 Fair value as of December 31, 2019 $ 18,975,000 $ 11,987,500 $ 30,962,500 Change in fair value of warrant liabilities (8,193,750) 525,000 (7,668,750) Fair value as of March 31, 2020 $ 10,781,250 $ 12,512,500 $ 23,293,750 | NOTE 8. 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 Company also follows the guidance in ASC Topic 815 for its Public Warrants and Private Placement Warrants that are re-measured and reported at fair value each reporting period. 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 and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2020 (As Restated) Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 289,834,441 $ — $ — $ 289,834,441 Total fair value $ 289,834,441 $ — $ — $ 289,834,441 Liabilities: Public Warrants $ 17,681,250 $ — $ — $ 17,681,250 Private Placement Warrants — — 17,675,000 17,675,000 Total fair value $ 17,681,250 $ — $ 17,675,000 $ 35,356,250 December 31, 2019 (As Restated) Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 287,830,781 $ — $ — $ 287,830,781 Total fair value $ 287,830,781 $ — $ — $ 287,830,781 Liabilities: Public Warrants $ — $ — $ 18,975,000 $ 18,975,000 Private Placement Warrants — — 11,987,500 11,987,500 Total fair value $ — $ — $ 30,962,500 $ 30,962,500 Public Warrants and Private Placement Warrants The Public Warrants and Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at issuance and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Initial Measurement The Company measured the fair value for the Warrants at issuance using a Monte Carlo simulation model for the Public Warrants and a Black-Scholes option pricing model for the Private Placement Warrants. The Company allocated the proceeds received from the sale of Units (which include one Class A ordinary share and one-half of one Public Warrant), to the Public Warrants based on their fair value at issuance, with the remaining proceeds allocated to Class A ordinary shares. The Warrants were classified at Level 3 at the initial measurement date due to the use of unobservable inputs. The Company’s use of a Black-Scholes option pricing model and Monte Carlo simulation model required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the U.S. Constant Maturity Treasury yield, which was commensurate with the contractual terms of the Warrants, which expire on the earlier of (i) five years after the completion of the initial Business Combination and (ii) redemption or liquidation. An increase in the risk-free interest rate in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected term was determined to be 5.5 years, as the Warrants become exercisable on the later of (i) 30 days after the completion of the Business Combination and (ii) 12 months from the IPO date or November 29, 2020. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The fair value of the Units, which each consist of one Class A ordinary share and one-half of one Public Warrant, represents the closing price on the measurement date as observed from the ticker ALUS.U. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. As of December 31, 2019, the Public and Private Placement Warrants were classified as Level 3 fair value measurements based on the use of unobservable inputs. However, the subsequent measurement of the Public Warrants as of December 31, 2020 is classified as a Level 1 fair value measurement due to the use of an observable market quote in an active market under the ticker ALUS.WS. As of December 31, 2020, the fair value of the Public Warrants was $17,681,250 based on the closing price of ALUS.WS on that date of $1.23 per Public Warrant. As of December 31, 2020, the Private Placement Warrants remained a Level 3 measurement. The key inputs into the Black-Scholes option model and Monte Carlo simulation model for the Public Warrants and Private Placement Warrants, were as follows on each respective date: November 29, December 5, 2019 2019 (Initial (Initial December 31, December 31, Measurement) Measurement) 2019 2020 Risk-free interest rate 1.64 % 1.64 % 1.72 % 0.43 % Term (years) 5.5 5.5 5.5 5.5 Volatility 20.0 % 20.0 % 20.0 % 26.17 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Share price $ 9.37 (1) $ 9.38 (1) $ 9.42 (1) $ 10.06 (1) As of the respective dates, the Units had not been separated into Class A ordinary shares and Public Warrants. As such, an implied share price was determined using the observed Unit price. The following table presents the changes in the fair value of warrant liabilities through December 31, 2020: Private Public Placement Warrant Warrants Warrants Liabilities Fair value as of June 13, 2019 $ — $ — $ — Fair value for warrants issued on November 29, 2019 15,875,000 10,640,000 26,515,000 Fair value for warrants issued on December 5, 2019 2,400,000 997,500 3,397,500 Change in fair value of warrant liabilities 700,000 350,000 1,050,000 Fair value as of December 31, 2019 18,975,000 11,987,500 30,962,500 Change in fair value of warrant liabilities (1) (1,293,750) 5,687,500 4,393,750 Fair value as of December 31, 2020 $ 17,681,250 $ 17,675,000 $ 35,356,250 (1) Due to the use of quoted prices in an active market (Level 1) to measure the fair values of the Public Warrants subsequent to December 31, 2019, Public Warrants with a fair value of $10,781,250 were transferred out of Level 3 for the year ended December 31, 2020. |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
FREYR AS | ||
Subsequent Events | 14. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On May 3, 2021, FREYR paid NOK 300 thousand with respect to a letter of intent signed to lease space at Mo Industripark AS to obtain the binding offer to lease certain areas for a customer qualification plant, which expires June 30, 2021, the exclusive right to lease and develop a second area, as well as a first right of refusal for a third area, which expires on June 30, 2022. | 16. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 18, 2021, the Company amended the definitive licensing and services agreement effective December 15, 2020 with 24M. This amendment extended the latest date of services to be provided from December 31, 2022 to December 31, 2023 and noted that beyond December 31, 2023, any services provided would be incurred on a time and materials basis. No other major changes were made to the definitive agreement. On January 29, 2021, the Company entered into a definitive business combination agreement to merge with Alussa and certain other affiliated entities through a series of transactions. The Business Combination is subject to approval by the shareholders of both Alussa and the Company and other customary closing conditions. The Business Combination is anticipated to be accounted for as a reverse capitalization in accordance with U.S. GAAP. In connection with the Business Combination, a subscription agreement was entered into between an affiliate of Alussa and various investors for proceeds of $600,000 thousand (the “PIPE Investment”). The PIPE Investment is conditioned upon the closing of the Business Combination. The proceeds of the PIPE Investment, together with the amounts remaining in Alussa’s trust account following the closing of the Business Combination, will be retained by the post-combination business. Pursuant to the business combination agreement, the exercise prices of all share-based compensation awards that were not previously known were established. See Note 11 — Share Based Compensation for further discussion on the awards. On February 12, 2021, the Company was awarded NOK 39,000 thousand for research, development and innovation in environmental technology. The grant is subject to meeting certain business size thresholds and conditions, such as documenting and supporting costs incurred, obtaining a third-party attestation of the Company’s related records and implementing policies that demonstrate good corporate governance. The grant will be earned only upon successful completion of the conditions mentioned above. On February 16, 2021, the Company’s shareholders resolved to increase the share capital by issuing an additional 7,500,000 of redeemable preferred shares, each with a nominal value of NOK 0.01. The aggregate subscription amount for the additional preferred shares was NOK 64,156 thousand ($7,500 thousand). Each preferred share shall automatically convert into one ordinary share at the earlier of September 30, 2021 or a Qualifying Transaction Event (as defined in the articles of association). On March 1, 2021, the Company was awarded NOK 142,000 thousand for the development and construction of the pilot plant in Mo i Rana, Norway. The grant is subject to achieving successful financing of the pilot plant and other conditions, such as documenting and supporting costs incurred and obtaining a third-party attestation of the Company’s related records. The grant will be earned only upon successful completion of the conditions mentioned above. |
SUBSEQUENT EVENTS | 14. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements. On May 3, 2021, FREYR paid NOK 300 thousand with respect to a letter of intent signed to lease space at Mo Industripark AS to obtain the binding offer to lease certain areas for a customer qualification plant, which expires June 30, 2021, the exclusive right to lease and develop a second area, as well as a first right of refusal for a third area, which expires on June 30, 2022. | 16. Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 18, 2021, the Company amended the definitive licensing and services agreement effective December 15, 2020 with 24M. This amendment extended the latest date of services to be provided from December 31, 2022 to December 31, 2023 and noted that beyond December 31, 2023, any services provided would be incurred on a time and materials basis. No other major changes were made to the definitive agreement. On January 29, 2021, the Company entered into a definitive business combination agreement to merge with Alussa and certain other affiliated entities through a series of transactions. The Business Combination is subject to approval by the shareholders of both Alussa and the Company and other customary closing conditions. The Business Combination is anticipated to be accounted for as a reverse capitalization in accordance with U.S. GAAP. In connection with the Business Combination, a subscription agreement was entered into between an affiliate of Alussa and various investors for proceeds of $600,000 thousand (the “PIPE Investment”). The PIPE Investment is conditioned upon the closing of the Business Combination. The proceeds of the PIPE Investment, together with the amounts remaining in Alussa’s trust account following the closing of the Business Combination, will be retained by the post-combination business. Pursuant to the business combination agreement, the exercise prices of all share-based compensation awards that were not previously known were established. See Note 11 — Share Based Compensation for further discussion on the awards. On February 12, 2021, the Company was awarded NOK 39,000 thousand for research, development and innovation in environmental technology. The grant is subject to meeting certain business size thresholds and conditions, such as documenting and supporting costs incurred, obtaining a third-party attestation of the Company’s related records and implementing policies that demonstrate good corporate governance. The grant will be earned only upon successful completion of the conditions mentioned above. On February 16, 2021, the Company’s shareholders resolved to increase the share capital by issuing an additional 7,500,000 of redeemable preferred shares, each with a nominal value of NOK 0.01. The aggregate subscription amount for the additional preferred shares was NOK 64,156 thousand ($7,500 thousand). Each preferred share shall automatically convert into one ordinary share at the earlier of September 30, 2021 or a Qualifying Transaction Event (as defined in the articles of association). On March 1, 2021, the Company was awarded NOK 142,000 thousand for the development and construction of the pilot plant in Mo i Rana, Norway. The grant is subject to achieving successful financing of the pilot plant and other conditions, such as documenting and supporting costs incurred and obtaining a third-party attestation of the Company’s related records. The grant will be earned only upon successful completion of the conditions mentioned above. |
CIK000178115 Alussa Energy Acquisition Corp | ||
Subsequent Events | NOTE 9. 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. | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 29, 2021, the Company entered into a Business Combination Agreement (the “ Business Combination Agreement FREYR Pubco Norway Merger Sub 1 Norway Merger Sub 2 Norway Merger Subs Cayman Merger Sub Major Shareholders Shareholder Representative Prior to the completion of the transactions contemplated by the Business Combination Agreement, the Norway Merger Subs shall be wholly-owned subsidiaries of the Company. Pursuant to the terms of the Business Combination Agreement, (a) the Company will merge with and into Cayman Merger Sub, with the Company continuing as the surviving entity (the “ Cayman Merger Norway Merger Cross-Border Merger The Business Combination will be consummated in accordance with the terms and subject to the conditions as further described in the Business Combination Agreement. On February 9, 2021, the Company issued an unsecured promissory note to the Sponsor pursuant to the Working Capital Loans agreement as described in Note 6, by which the Company may borrow up to $1,500,000 in the aggregate. The note is non-interest bearing and payable on the earlier to occur of (i) the completion of an initial Business Combination or (ii) liquidation. On April 6, 2021, the Company borrowed $1,500,000 under the loan note. On April 30, 2021, the Sponsor elected to convert the loan note into 1,500,000 warrants that are identical to the Private Placement Warrants. |
SUBSEQUENT EVENTS | NOTE 9. 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. | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 29, 2021, the Company entered into a Business Combination Agreement (the “ Business Combination Agreement FREYR Pubco Norway Merger Sub 1 Norway Merger Sub 2 Norway Merger Subs Cayman Merger Sub Major Shareholders Shareholder Representative Prior to the completion of the transactions contemplated by the Business Combination Agreement, the Norway Merger Subs shall be wholly-owned subsidiaries of the Company. Pursuant to the terms of the Business Combination Agreement, (a) the Company will merge with and into Cayman Merger Sub, with the Company continuing as the surviving entity (the “ Cayman Merger Norway Merger Cross-Border Merger The Business Combination will be consummated in accordance with the terms and subject to the conditions as further described in the Business Combination Agreement. On February 9, 2021, the Company issued an unsecured promissory note to the Sponsor pursuant to the Working Capital Loans agreement as described in Note 6, by which the Company may borrow up to $1,500,000 in the aggregate. The note is non-interest bearing and payable on the earlier to occur of (i) the completion of an initial Business Combination or (ii) liquidation. On April 6, 2021, the Company borrowed $1,500,000 under the loan note. On April 30, 2021, the Sponsor elected to convert the loan note into 1,500,000 warrants that are identical to the Private Placement Warrants. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) - CIK000178115 Alussa Energy Acquisition Corp | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation | 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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Amendment No. 1 on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 6, 2021, which contains the audited financial statements (as restated) and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements (as restated) presented in the Company’s amended Annual Report on Form 10-K/A for the year ended December 31, 2020. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | 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. | 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 | 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. | Use of Estimates The preparation of the 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 | 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, 2021 and December 31, 2020. | 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 December 31, 2020 and 2019. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, the assets held in the Trust Account were substantially held in a money market fund holding U.S. Treasury Bills, which are classified as trading securities in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Investments — Debt and Equity Securities.” | Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Securities Money Market Fund. At December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in 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. | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A 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 Class A 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, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. |
Income Taxes | 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, 2021 and December 31, 2020. 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. | 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 December 31, 2020 and 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 Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (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. Class A ordinary shares subject to possible redemption at March 31, 2021 and December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (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 placements to purchase 23,125,000 ordinary shares in the calculation of diluted net income (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 income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented. Reconciliation of Net Income (Loss) Per Ordinary Share The Company’s net income (loss) 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 net income (loss) per ordinary share is calculated as follows: Three Months Ended March 31, 2021 2020 Redeemable ordinary shares Numerator: Interest income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Net income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Denominator: Weighted average redeemable ordinary shares outstanding, basic and diluted 23,470,955 24,391,533 Basic and diluted net income per redeemable ordinary share $ 0.00 $ 0.03 Non-redeemable ordinary shares Numerator: Net income (loss) $ (30,918,750) $ 8,943,386 Less: Net income attributable to redeemable ordinary shares (3,038) (780,199) Net income (loss) attributable to non-redeemable ordinary shares $ (30,921,788) $ 8,163,187 Denominator: Weighted average non-redeemable ordinary shares outstanding, basic and diluted 12,466,545 11,545,967 Basic and diluted net income (loss) per non-redeemable ordinary share $ (2.48) $ 0.71 | Net Income (Loss) Per Ordinary Share Net loss per ordinary share is computed by dividing net income (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. Class A ordinary shares subject to possible redemption at December 31, 2020 and 2019, 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. |
Concentration of Credit Risk | 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. | 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement”, 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: See Note 8 for additional information on assets and liabilities measured at fair value. | Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, 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: See Note 8 for additional information on assets and liabilities measured at fair value. |
Public Warrants and Private Placement Warrants | Public Warrants and Private Placement Warrants The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 1, Note 3, Note 4, Note 7 and Note 8) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, “Derivatives and Hedging”, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (concurrent with or shortly after the date of the IPO) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change. | Public Warrants and Private Placement Warrants The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 1A, Note 1B, Note 3, Note 4, Note 8 and Note 10) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (concurrent with or shortly after the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. |
Recently Issued Accounting Standards | 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. | 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 financial statements. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
Schedule of Basic and Diluted Net Loss Per Share | Three Months Ended March 31, 2021 2020 Redeemable ordinary shares Numerator: Interest income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Net income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Denominator: Weighted average redeemable ordinary shares outstanding, basic and diluted 23,470,955 24,391,533 Basic and diluted net income per redeemable ordinary share $ 0.00 $ 0.03 Non-redeemable ordinary shares Numerator: Net income (loss) $ (30,918,750) $ 8,943,386 Less: Net income attributable to redeemable ordinary shares (3,038) (780,199) Net income (loss) attributable to non-redeemable ordinary shares $ (30,921,788) $ 8,163,187 Denominator: Weighted average non-redeemable ordinary shares outstanding, basic and diluted 12,466,545 11,545,967 Basic and diluted net income (loss) per non-redeemable ordinary share $ (2.48) $ 0.71 | For the Period from June 13, 2019 (Inception) Year Ended through December 31, December 31, 2020 2019 (As Restated) (As Restated) Redeemable ordinary shares Numerator: Interest income attributable to redeemable ordinary shares $ 1,635,750 $ 246,606 Net income attributable to redeemable ordinary shares $ 1,635,750 $ 246,606 Denominator: Weighted average redeemable ordinary shares outstanding, basic and diluted 24,958,411 3,820,067 Basic and diluted net income per redeemable ordinary share $ 0.07 $ 0.06 Non-redeemable ordinary shares Numerator: Net loss $ (7,580,615) $ (4,779,782) Less: Net income attributable to redeemable ordinary shares (1,635,750) (246,606) Net loss attributable to non-redeemable ordinary shares $ (9,216,365) $ (5,026,389) Denominator: Weighted average non-redeemable ordinary shares outstanding, basic and diluted 10,979,089 7,016,376 Basic and diluted net loss per non-redeemable ordinary share $ (0.84) $ (0.72) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) - CIK000178115 Alussa Energy Acquisition Corp | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of fair value on a recurring basis | March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 289,838,722 $ — $ — $ 289,838,722 Total fair value $ 289,838,722 $ — $ — $ 289,838,722 Liabilities: Public Warrants $ 32,775,000 $ — $ — $ 32,775,000 Private Placement Warrants — — 28,175,000 28,175,000 Total fair value $ 32,775,000 $ — $ 28,175,000 $ 60,950,000 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 289,834,441 $ — $ — $ 289,834,441 Total fair value $ 289,834,441 $ — $ — $ 289,834,441 Liabilities: Public Warrants $ 17,681,250 $ — $ — $ 17,681,250 Private Placement Warrants — — 17,675,000 17,675,000 Total fair value $ 17,681,250 $ — $ 17,675,000 $ 35,356,250 | December 31, 2020 (As Restated) Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 289,834,441 $ — $ — $ 289,834,441 Total fair value $ 289,834,441 $ — $ — $ 289,834,441 Liabilities: Public Warrants $ 17,681,250 $ — $ — $ 17,681,250 Private Placement Warrants — — 17,675,000 17,675,000 Total fair value $ 17,681,250 $ — $ 17,675,000 $ 35,356,250 December 31, 2019 (As Restated) Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 287,830,781 $ — $ — $ 287,830,781 Total fair value $ 287,830,781 $ — $ — $ 287,830,781 Liabilities: Public Warrants $ — $ — $ 18,975,000 $ 18,975,000 Private Placement Warrants — — 11,987,500 11,987,500 Total fair value $ — $ — $ 30,962,500 $ 30,962,500 |
Schedule of the Black-Scholes option model for the Private Placement Warrants | March 31, December 31, 2021 2020 Risk-free interest rate 0.96 % 0.43 % Term (years) 5.2 5.5 Volatility 40.03 % 26.17 % Dividend yield 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 Share price $ 10.00 $ 10.06 | |
Schedule of changes in the Level 3 Private Placement Warrants measured at fair value | Private Public Placement Warrant Warrants Warrants Liabilities Fair value as of December 31, 2020 $ 17,681,250 $ 17,675,000 $ 35,356,250 Change in fair value of warrant liabilities 15,093,750 10,500,000 25,593,750 Fair value as of March 31, 2021 $ 32,775,000 $ 28,175,000 $ 60,950,000 Fair value as of December 31, 2019 $ 18,975,000 $ 11,987,500 $ 30,962,500 Change in fair value of warrant liabilities (8,193,750) 525,000 (7,668,750) Fair value as of March 31, 2020 $ 10,781,250 $ 12,512,500 $ 23,293,750 |
DESCRIPTION OF ORGANIZATION A_2
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | Dec. 05, 2019 | Nov. 29, 2019 | Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 04, 2019 |
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Generating gross proceeds | $ 8,750,000 | $ 0 | ||||
Initial public offering, description | 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. | 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. | ||||
Transaction costs | $ 16,326,240 | 16,326,240 | ||||
Underwriting fees | 5,750,000 | $ 1,051,990 | 0 | |||
Deferred underwriting fees | 10,062,500 | 10,062,500 | ||||
Other cost | 513,740 | 513,740 | ||||
Working capital | $ 334,000 | $ 370,958 | ||||
Aggregate public shares | 15.00% | 15.00% | ||||
Net tangible assets at least | $ 5,000,001 | $ 5,000,001 | ||||
Trust account public per share (in Dollars per share) | $ 10 | $ 10 | ||||
Aggregate fair market value | 80.00% | 80.00% | ||||
Business combination, description | 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. | 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. | ||||
Initial Public Offering [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Capital contributions from private placement, net of issuance costs (shares) | 25,000,000 | |||||
Generating gross proceeds | $ 250,000,000 | $ 8,000,000 | ||||
Shares issued price per share (in Dollars per share) | $ 0.0001 | |||||
Sale of an aggregate of warrants (in Shares) | 8,000,000 | 8,000,000 | ||||
Ordinary shares, par value (in Dollars per share) | $ 1 | $ 1 | ||||
Private Placement [Member] | ||||||
Description of Organization and Business Operations (Details) [Line Items] | ||||||
Shares issued price per share (in Dollars per share) | $ 10 | $ 1 | ||||
Sale of an aggregate of warrants (in Shares) | 3,750,000 | |||||
Ordinary shares, par value (in Dollars per share) | $ 10 | $ 10 | $ 1 | |||
Sale an additional warrants (in Shares) | 750,000 | |||||
Generating gross proceeds | $ 38,250,000 | |||||
Net proceeds | 37,500,000 | |||||
Trust account | $ 287,500,000 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Liquidity And Going Concern [Line Items] | ||
WorkingCapitalDeficit | $ (8,129,619) | $ (2,800,338) |
Assets Held-in-trust | 289,838,722 | 289,834,441 |
Interest Income, Other | 2,338,700 | 2,334,000 |
Cash | $ 334,000 | $ 370,958 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Private placement to purchase ordinary shares | $ 23,125,000 | $ 23,125,000 |
Federal depository insurance coverage | $ 250,000 | $ 250,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of basic and diluted loss per ordinary share (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Numerator: | ||||
Interest income attributable to redeemable ordinary shares | $ 3,038 | $ 780,199 | $ 246,606 | $ 1,635,750 |
Net income attributable to redeemable ordinary shares | $ 3,038 | $ 780,199 | $ 246,606 | $ 1,635,750 |
Denominator: | ||||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 23,470,955 | 24,391,533 | 3,820,067 | 24,958,411 |
Basic and diluted net income per redeemable ordinary share (in Shares) | 0 | 0.03 | 0.06 | 0.07 |
Numerator: | ||||
Net income (loss) | $ (30,918,750) | $ 8,943,386 | $ (4,779,782) | $ (7,580,615) |
Less: Net income attributable to redeemable ordinary shares | $ (3,038) | $ (780,199) | $ (246,606) | $ (1,635,750) |
Net income (loss) attributable to non-redeemable ordinary shares (in Shares) | (30,921,788) | 8,163,187 | ||
Denominator: | ||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted | $ 12,466,545 | $ 11,545,967 | ||
Basic and diluted net income (loss) per non-redeemable ordinary share (in Dollars per share) | $ (2.48) | $ 0.71 | $ (0.72) | $ (0.84) |
Initial Public Offering (Detail
Initial Public Offering (Details) - CIK000178115 Alussa Energy Acquisition Corp - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of units (in Shares) | 28,750,000 | 28,750,000 |
Over allotment option unit (in Shares) | 3,750,000 | 3,750,000 |
Sale of stock per share | $ 1 | $ 10 |
Exercise price of warrant | $ 0.01 | $ 0.01 |
Business combination at an issue price description | 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 | 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. |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock per share | $ 10 | |
Class A Ordinary Shares | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock per share | 11.50 | $ 11.50 |
Class A Ordinary Shares | Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock per share | $ 18 | $ 18 |
Promissory Note - Related Par_2
Promissory Note - Related Party (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | Apr. 30, 2021 | Apr. 06, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 09, 2021 | Jun. 14, 2019 |
Related Party Transaction [Line Items] | |||||||
Unsecured promissory note | $ 1,500,000 | $ 300,000 | |||||
Promissory note related party, description | The note is non-interest bearing and payable on the earlier to occur of (i) the completion of an initial Business Combination or (ii) liquidation. | 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. | |||||
Sponsors advance | $ 550,000 | $ 11.50 | |||||
Borrowing amount | $ 1,500,000 | $ 198,959 | |||||
Net advances | $ 550,000 | ||||||
Convertible Warrants of Private Placement Warrants | $ 1,500,000 |
Commitments (Details)
Commitments (Details) - CIK000178115 Alussa Energy Acquisition Corp | Apr. 27, 2020EUR (€) | Feb. 28, 2020USD ($) | Feb. 10, 2020USD ($) | Nov. 25, 2019USD ($) | Feb. 28, 2020 | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 03, 2019USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($) |
Commitments (Details) [Line Items] | |||||||||
Service provider fee | $ 35,000 | $ 420,000 | |||||||
Business combination company liquidation | $ 35,000 | ||||||||
Service fee | $ 105,000 | $ 105,000 | |||||||
Convertible into warrants | 1,500,000 | 1,500,000 | |||||||
Transactional Support Agreement [Member] | |||||||||
Commitments (Details) [Line Items] | |||||||||
Service provider fee | $ 100,000 | $ 100,000 | |||||||
Business combination, description | 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 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. | |||||||
Consulting Agreement [Member] | |||||||||
Commitments (Details) [Line Items] | |||||||||
Service provider fee | $ 75,000 | ||||||||
Business combination, description | . In addition, on March 1, 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 | In addition, on February 28, 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. | |||||||
Total service provider fee | $ 225,000 | ||||||||
Business combination (in Euro) | € | € 250,000 | ||||||||
Mr. Daniel Barcelo [Member] | |||||||||
Commitments (Details) [Line Items] | |||||||||
Business combination company liquidation | 20,000 | ||||||||
Mr. Nick De'Ath [Member] | |||||||||
Commitments (Details) [Line Items] | |||||||||
Business combination company liquidation | $ 5,000 | ||||||||
Initial Public Offering [Member] | |||||||||
Commitments (Details) [Line Items] | |||||||||
Cash fee, percentage | 2.00% | ||||||||
Proposed public offering | $ 5,750,000 | ||||||||
Underwriters fees | $ 10,062,500 | $ 10,062,500 | |||||||
Deferred fee, percentage | 3.50% | 3.50% | |||||||
Subscription price of warrant | $ / shares | $ 0.01 | $ 0.01 | |||||||
Aggregate purchase price (in Shares) | shares | 8,750,000 | 8,750,000 | |||||||
Aggregate purchase price | $ 8,750,000 | ||||||||
Stock per share (in Dollars per share) | $ / shares | $ 1 | $ 10 | |||||||
Warrants | |||||||||
Commitments (Details) [Line Items] | |||||||||
Subscription price of warrant | $ / shares | 1 | 1 | |||||||
Class A Ordinary Shares | |||||||||
Commitments (Details) [Line Items] | |||||||||
Stock per share (in Dollars per share) | $ / shares | 11.50 | 11.50 | |||||||
Class A Ordinary Shares | Initial Public Offering [Member] | |||||||||
Commitments (Details) [Line Items] | |||||||||
Stock per share (in Dollars per share) | $ / shares | $ 18 | $ 18 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | Nov. 25, 2019 | Oct. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 05, 2019 | Jun. 14, 2019 |
Class B Ordinary Shares | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | |||||
CIK000178115 Alussa Energy Acquisition Corp | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
Preference shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||||
Preference shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Issued and outstanding ordinary shares percentage | 20.00% | 20.00% | |||||
Aggregate purchase price of founder shares | 7,187,500 | 7,187,500 | 937,500 | ||||
Issuance of dividend per share (in Dollars per share) | $ 0.125 | ||||||
Dividend issuance ordinary price per share (in Dollars per share) | $ 0.111111 | $ 0.111111 | |||||
Founder shares description | 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. | 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 | |||||
Warrants expiration years | 5 years | 5 years | |||||
Redemption trigger price per share (in Dollars per share) | $ 18 | $ 18 | |||||
Total equity proceeds percentage | 60.00% | 60.00% | |||||
Business combination market value per share (in Dollars per share) | $ 9.20 | $ 9.20 | |||||
Market value and the newly issued price | 180.00% | ||||||
Market value and the newly issued price | 180.00% | ||||||
CIK000178115 Alussa Energy Acquisition Corp | Over-allotment option [Member] | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
Aggregate purchase price of founder shares | 937,500 | 937,500 | |||||
CIK000178115 Alussa Energy Acquisition Corp | Warrants | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
Market value and the newly issued price | 115.00% | 115.00% | |||||
CIK000178115 Alussa Energy Acquisition Corp | Class A Ordinary Shares | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, shares issued | 8,346,318 | 5,279,045 | 4,358,467 | ||||
Ordinary shares, shares outstanding | 8,346,318 | 5,279,045 | 4,358,467 | ||||
Ordinary shares subject to possible redemption | 20,403,682 | 23,470,955 | |||||
Public warrant per share (in Dollars per share) | $ 0.01 | $ 0.01 | |||||
Ordinary shares equals or exceeds (in Dollars per share) | 18 | 18 | |||||
Redemption of public warrant holders equals or exceeds per share (in Dollars per share) | $ 18 | $ 18 | |||||
CIK000178115 Alussa Energy Acquisition Corp | Class B Ordinary Shares | |||||||
Shareholders' Equity (Details) [Line Items] | |||||||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | 7,187,500 | ||||
Ordinary shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | ||||
Aggregate purchase price of founder shares | 7,187,500 | 5,750,000 | |||||
Purchase price (in Dollars) | $ 25,000 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Fair Value Measurements (Details) [Line Items] | ||
Fair value of the public warrants | $ 32,775,000 | $ 17,681,250 |
Closing price of warrants | $ 2.28 | $ 1.23 |
Public warrants description | The fair value of the Units, which each consist of one Class A ordinary shares and one-half of one Public Warrant, represents the closing price on the measurement date as observed from the ticker ALUS.U. | |
Initial Public Offering [Member] | ||
Fair Value Measurements (Details) [Line Items] | ||
Warrants description | The expected term was determined to be 5.2 and 5.5 years as of March 31, 2021 and December 31, 2020, respectively, as the Private Placement Warrants become exercisable on the later of (i) 30 days after the completion of the Business Combination and (ii) 12 months from the IPO date or November 29, 2020. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details) - Schedule of fair value on a recurring basis - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets: | |||
Marketable securities held in Trust Account | $ 289,838,722 | $ 289,834,441 | $ 287,830,781 |
Total fair value | 289,838,722 | 289,834,441 | 287,830,781 |
Liabilities: | |||
Public Warrants | 32,775,000 | 17,681,250 | 18,975,000 |
Private Placement Warrants | 28,175,000 | 17,675,000 | 11,987,500 |
Total fair value | 60,950,000 | 35,356,250 | 30,962,500 |
Level 1 | |||
Assets: | |||
Marketable securities held in Trust Account | 289,838,722 | 289,834,441 | 287,830,781 |
Total fair value | 289,838,722 | 289,834,441 | 287,830,781 |
Liabilities: | |||
Public Warrants | 32,775,000 | 17,681,250 | |
Total fair value | 32,775,000 | 17,681,250 | |
Level 3 | |||
Liabilities: | |||
Public Warrants | 18,975,000 | ||
Private Placement Warrants | 28,175,000 | 17,675,000 | 11,987,500 |
Total fair value | $ 28,175,000 | $ 17,675,000 | $ 30,962,500 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of the Black-Scholes option model for the Private Placement Warrants (Details) - $ / shares | Dec. 05, 2019 | Nov. 29, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||||||
Share Price | $ 9.38 | $ 9.37 | $ 9.42 | |||
CIK000178115 Alussa Energy Acquisition Corp | ||||||
Fair Value Measurements (Details) - Schedule of fair value on a recurring basis [Line Items] | ||||||
Share Price | $ 10.06 | $ 10 | $ 10.06 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 2 months 12 days | 5 years 6 months |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 20.00% | 20.00% | 26.17% | 20.00% | 40.03% | 26.17% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.64% | 1.64% | 0.43% | 1.72% | 0.96% | 0.43% |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details) - Schedule of changes in the Level 3 Private Placement Warrants measured at fair value - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Public Warrants [Member] | ||
Fair Value Measurements (Details) - Schedule of changes in the Level 3 Private Placement Warrants measured at fair value [Line Items] | ||
Beginning balance | $ 17,681,250 | $ 18,975,000 |
Change in fair value of warrant liabilities | 15,093,750 | (8,193,750) |
Ending Balance | 32,775,000 | 10,781,250 |
Private Placement [Member] | ||
Fair Value Measurements (Details) - Schedule of changes in the Level 3 Private Placement Warrants measured at fair value [Line Items] | ||
Beginning balance | 17,675,000 | 11,987,500 |
Change in fair value of warrant liabilities | 10,500,000 | 525,000 |
Ending Balance | 28,175,000 | 12,512,500 |
Warrants | ||
Fair Value Measurements (Details) - Schedule of changes in the Level 3 Private Placement Warrants measured at fair value [Line Items] | ||
Beginning balance | 35,356,250 | 30,962,500 |
Change in fair value of warrant liabilities | 25,593,750 | (7,668,750) |
Ending Balance | $ 60,950,000 | $ 23,293,750 |
BALANCE SHEETS
BALANCE SHEETS - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | |||
Cash | $ 334,000 | $ 370,958 | $ 2,282,362 |
Prepaid expenses and other current assets | 219,917 | 234,167 | 113,049 |
Total current assets | 553,917 | 605,125 | 2,395,411 |
Marketable securities held in Trust Account | 289,838,722 | 289,834,441 | 287,830,781 |
Total assets | 290,392,639 | 290,439,566 | 290,226,192 |
LIABILITIES AND SHAREHOLDERS' EQUITY | |||
Current liabilities - Accounts payable and accrued expenses | 8,133,536 | 3,405,463 | 5,224 |
Deferred underwriting fee payable | 10,062,500 | 10,062,500 | |
Warrant liabilities | 60,950,000 | 35,356,250 | 30,962,500 |
Total liabilities | 79,696,036 | 48,824,213 | 41,030,224 |
Commitments outstanding | |||
Aggregate subscription amount | 205,696,595 | 236,615,344 | 244,195,965 |
Shareholders' Equity | |||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | |||
Additional paid-in capital | 49,025,999 | 18,107,557 | 9,778,630 |
Accumulated deficit | (44,027,545) | (13,108,795) | (4,779,782) |
Total shareholders' equity (deficit) | 5,000,008 | 5,000,009 | 5,000,003 |
Total liabilities and shareholders' equity (deficit) | 290,392,639 | 290,439,566 | 290,226,192 |
Class A Ordinary Shares | |||
Shareholders' Equity | |||
Ordinary share capital, NOK 0.01 par value, 209,196,827 shares authorized, issued and outstanding as of March, 31, 2021 and December 31, 2020 | 835 | 528 | 436 |
Total shareholders' equity (deficit) | 835 | 528 | 436 |
Class B Ordinary Shares | |||
Shareholders' Equity | |||
Ordinary share capital, NOK 0.01 par value, 209,196,827 shares authorized, issued and outstanding as of March, 31, 2021 and December 31, 2020 | 719 | 719 | 719 |
Total shareholders' equity (deficit) | $ 719 | $ 719 | $ 719 |
BALANCE SHEETS (Parentheticals)
BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CIK000178115 Alussa Energy Acquisition Corp | |||
Ordinary shares subject to possible redemption | 20,403,682 | 23,470,955 | 24,391,533 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Class A Ordinary Shares | CIK000178115 Alussa Energy Acquisition Corp | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 8,346,318 | 5,279,045 | 4,358,467 |
Ordinary shares, shares outstanding | 8,346,318 | 5,279,045 | 4,358,467 |
Class B Ordinary Shares | |||
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | |
Class B Ordinary Shares | CIK000178115 Alussa Energy Acquisition Corp | |||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | 7,187,500 |
Ordinary shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Operating costs | $ 5,329,281 | $ 499,845 | $ 1,173,063 | $ 5,190,525 |
Loss from operations | (5,329,281) | (499,845) | (1,173,063) | (5,190,525) |
Other income (expense): | ||||
Interest income | 4,281 | 892,590 | 290,672 | 2,003,660 |
Unrealized gain on marketable securities held in Trust Account | 881,891 | 40,109 | ||
Change in fair value of warrant liabilities | (25,593,750) | 7,668,750 | (3,937,500) | (4,393,750) |
Other income (expense) | (25,589,469) | 9,443,231 | (3,606,719) | (2,390,090) |
Net loss | $ (30,918,750) | $ 8,943,386 | $ (4,779,782) | $ (7,580,615) |
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 23,470,955 | 24,391,533 | ||
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ 0.03 | |||
Redeemable preferred shares | ||||
Other income (expense): | ||||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 3,820,067 | 24,958,411 | ||
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ 0.06 | $ 0.07 | ||
Non-redeemable ordinary shares | ||||
Other income (expense): | ||||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 7,016,376 | 10,979,089 | ||
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ (0.72) | $ (0.84) |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance at Jun. 12, 2019 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in Shares) at Jun. 12, 2019 | 0 | 0 | |||
Issuance of Class B ordinary shares to Sponsor | $ 0 | $ 719 | 24,281 | 0 | 25,000 |
Issuance of Class B ordinary shares to Sponsor (in Shares) | 0 | 7,187,500 | |||
Sale of 28,750,000 Units, net of underwriting discounts and offering expenses | $ 2,875 | $ 0 | 253,947,875 | 0 | 253,950,750 |
Sale of 28,750,000 Units, net of underwriting discounts and offering expenses (in Shares) | 28,750,000 | 0 | |||
Class A ordinary shares subject to possible redemption | $ (2,439) | $ 0 | (244,193,526) | 0 | (244,195,965) |
Class A ordinary shares subject to possible redemption (in shares) | (24,391,533) | 0 | |||
Net loss | $ 0 | $ 0 | 0 | (4,779,782) | (4,779,782) |
Ending balance at Dec. 31, 2019 | $ 436 | $ 719 | 9,778,630 | (4,779,782) | 5,000,003 |
Balance (in Shares) at Dec. 31, 2019 | 4,358,467 | 7,187,500 | |||
Class A ordinary shares subject to possible redemption | $ (73) | (8,943,380) | |||
Ending balance at Mar. 31, 2020 | $ 363 | $ 719 | 5,000,009 | ||
Balance (in Shares) at Mar. 31, 2020 | 3,620,083 | 7,187,500 | |||
Beginning balance at Dec. 31, 2019 | $ 436 | $ 719 | 9,778,630 | (4,779,782) | 5,000,003 |
Balance (in Shares) at Dec. 31, 2019 | 4,358,467 | 7,187,500 | |||
Beginning balance at Dec. 31, 2019 | $ 436 | $ 719 | 9,778,630 | (4,779,782) | 5,000,003 |
Balance (in Shares) at Dec. 31, 2019 | 4,358,467 | 7,187,500 | |||
Beginning balance at Dec. 31, 2019 | $ 436 | $ 719 | 9,778,630 | (4,779,782) | 5,000,003 |
Balance (in Shares) at Dec. 31, 2019 | 4,358,467 | 7,187,500 | |||
Class A ordinary shares subject to possible redemption | $ 92 | 8,328,927 | (748,398) | 7,580,621 | |
Class A ordinary shares subject to possible redemption (in shares) | 920,578 | ||||
Net loss | (7,580,615) | (7,580,615) | |||
Ending balance at Dec. 31, 2020 | $ 528 | $ 719 | 18,107,557 | (13,108,795) | 5,000,009 |
Balance (in Shares) at Dec. 31, 2020 | 5,279,045 | 7,187,500 | |||
Beginning balance at Mar. 31, 2020 | $ 363 | $ 719 | 5,000,009 | ||
Balance (in Shares) at Mar. 31, 2020 | 3,620,083 | 7,187,500 | |||
Beginning balance at Dec. 31, 2020 | $ 528 | $ 719 | $ 18,107,557 | $ (13,108,795) | 5,000,009 |
Balance (in Shares) at Dec. 31, 2020 | 5,279,045 | 7,187,500 | |||
Class A ordinary shares subject to possible redemption | $ 307 | 30,918,749 | |||
Ending balance at Mar. 31, 2021 | $ 835 | $ 719 | $ 5,000,008 | ||
Balance (in Shares) at Mar. 31, 2021 | 8,346,318 | 7,187,500 |
STATEMENTS OF CHANGES IN SHAR_2
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Parentheticals) | 7 Months Ended |
Dec. 31, 2019shares | |
Class A Ordinary Shares | CIK000178115 Alussa Energy Acquisition Corp | |
Sale of units, net of underwriting discounts | 28,750,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 7 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (4,779,782) | $ (7,580,615) |
Interest earned on marketable securities held in Trust Account | (290,672) | (2,003,660) |
Unrealized gain on marketable securities held in Trust Account | (40,109) | 0 |
Underwriting fees and offering costs allocated to warrant liabilities | 1,051,990 | 0 |
Change in fair value of warrant liabilities | 3,937,500 | 4,393,750 |
Prepaid expenses and other current assets | (113,049) | (121,118) |
Accounts payable and accrued expenses | 5,224 | 3,400,239 |
Net cash used in operating activities | (228,898) | (1,911,404) |
Cash Flows from Investing Activities: | ||
Investment of cash in Trust Account | (287,500,000) | 0 |
Net cash used in investing activities | (287,500,000) | 0 |
Cash Flows from Financing Activities: | ||
Capital contributions - ordinary shares | 281,750,000 | 0 |
Proceeds from sale of Private Placement Warrants | 8,750,000 | 0 |
Proceeds from promissory note - related party | 198,959 | 0 |
Repayment of promissory note - related party | (198,959) | 0 |
Payment of offering costs | (488,740) | 0 |
Net cash provided by financing activities | 290,011,260 | 0 |
Net increase in cash, cash equivalents, and restricted cash | 2,282,362 | (1,911,404) |
Cash - Beginning | 0 | 2,282,362 |
Cash - Ending | 2,282,362 | 370,958 |
Non-cash investing and financing activities: | ||
Initial classification of Class A ordinary shares subject to possible redemption | 247,917,190 | 0 |
Change in fair value of Class A ordinary shares subject to possible redemption | (3,721,225) | (7,580,621) |
Deferred underwriting fee | 10,062,500 | 0 |
Offering costs paid directly by Sponsor from proceeds from issuance of Class B ordinary shares | $ 25,000 | $ 0 |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 1A. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission (“SEC”) together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreements, dated as of November 25, 2019, between the Company and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agreement”). As a result of the SEC Statement, the Company reevaluated the accounting treatment of (i) the 14,375,000 redeemable warrants (the “Public Warrants”) that were included in the units issued by the Company in its initial public offering (the “IPO”) and for the underwriters’ exercise of their over-allotment option and (ii) the 8,750,000 warrants that were issued to the Company’s sponsor in private placements that closed concurrently with the IPO and the underwriters’ exercise of their over-allotment option (the “Private Placement Warrants”, collectively with the Public Warrants, the “Warrants”, which are discussed in Note 1B, Note 3, Note 4, Note 8 and Note 10). The Company previously accounted for the Warrants as components of equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, “ Derivatives and Hedging — Contracts in Entity’s Own Equity Derivatives and Hedging Fair Value Measurement The Company’s management and the audit committee of the Company’s Board of Directors concluded that it is appropriate to restate the Company’s previously issued audited financial statements as of December 31, 2020 and 2019 and for the year ended December 31, 2020 and the period from June 13, 2019 (inception) through December 31, 2019, as previously reported in its Form 10-K (the “Original Form 10-K”), filed with the SEC on March 1, 2021. A summary of the accounting impact of these adjustments to the Company’s condensed financial statements as of and for the related interim periods is provided in Note 10, “Restatement of Quarterly Condensed Financial Statements”. The following tables reflect the impact of the adjustments to the specific line items presented in the Company’s previously reported financial statements. The amounts originally reported were derived from the Company’s Original Form 10-K and its Form 8-K filed on December 5, 2019: December 31, 2020 As Originally Reported Adjustments As Restated Balance Sheet Liabilities and Shareholders’ Equity Warrant liabilities $ — $ 35,356,250 $ 35,356,250 Total Liabilities 13,467,963 35,356,250 48,824,213 Class A ordinary shares subject to possible redemption, 23,470,955 shares at redemption value at December 31, 2020 271,971,597 (35,356,253) 236,615,344 Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,279,045 shares issued and outstanding (excluding 23,470,955 shares subject to possible redemption) at December 31, 2020 177 351 528 Additional paid-in capital 7,976,267 10,131,290 18,107,557 Accumulated Deficit (2,977,157) (10,131,638) (13,108,795) Total Shareholders’ Equity 5,000,006 3 5,000,009 Total Liabilities and Shareholders’ Equity $ 290,439,566 $ — $ 290,439,566 December 31, 2019 As Originally Reported Adjustments As Restated Balance Sheet Liabilities and Shareholders’ Equity Warrant liabilities $ — $ 30,962,500 $ 30,962,500 Total Liabilities 10,067,724 30,962,500 41,030,224 Class A ordinary shares subject to possible redemption, 24,391,533 shares at redemption value at December 31, 2019 275,158,458 (30,962,493) 244,195,965 Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 4,358,467 shares issued and outstanding (excluding 24,391,533 shares subject to possible redemption) at December 31, 2019 127 309 436 Additional paid-in capital 4,789,456 4,989,174 9,778,630 (Accumulated deficit) Retained earnings 209,708 (4,989,490) (4,779,782) Total Shareholders’ Equity 5,000,010 (7) 5,000,003 Total Liabilities and Shareholders’ Equity $ 290,226,192 $ — $ 290,226,192 November 29, 2019 As Originally Reported Adjustments As Revised Balance Sheet Liabilities and Shareholders’ Equity Warrant liabilities $ — $ 26,515,000 $ 26,515,000 Total Liabilities 9,236,505 26,515,000 35,751,505 Class A ordinary shares subject to possible redemption, 21,223,969 shares at redemption value at November 29, 2019 238,754,690 (26,515,000) 212,239,690 Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,776,031 shares issued and outstanding (excluding 21,223,969 shares subject to possible redemption) at December 31, 2019 112 265 377 Additional paid-in capital 5,005,739 3,600,876 8,606,615 Accumulated deficit (6,565) (3,601,141) (3,607,706) Total Shareholders’ Equity 5,000,005 — 5,000,005 Total Liabilities and Shareholders’ Equity $ 252,991,200 $ — $ 252,991,200 Year Ended December 31, 2020 As Originally Reported Adjustments As Restated Statement of Operations Other income (expense): Change in fair value of warrant liabilities $ — $ (4,393,750) $ (4,393,750) Other income (expense) 2,003,660 (4,393,750) (2,390,090) Net loss $ (3,186,865) $ (4,393,750) $ (7,580,615) Weighted average redeemable ordinary shares outstanding, basic and diluted — 24,958,411 24,958,411 Basic and diluted net income per redeemable ordinary share $ — $ 0.07 $ 0.07 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 8,515,209 2,463,880 10,979,089 Basic and diluted net loss per non-redeemable ordinary share $ (0.60) $ (0.24) $ (0.84) For the Period from June 13, 2019 (Inception) through December 31, 2019 As Originally Reported Adjustments As Restated Statement of Operations Operating costs $ 121,073 $ 1,051,990 $ 1,173,063 Loss from operations (121,073) (1,051,990) (1,173,063) Other income (expense): Change in fair value of warrant liabilities $ — $ (3,937,500) $ (3,937,500) Other income (expense) 330,781 (3,937,500) (3,606,719) Net (loss) income $ 209,708 $ (4,989,490) $ (4,779,782) Weighted average redeemable ordinary shares outstanding, basic and diluted — 3,820,067 3,820,067 Basic and diluted net income per redeemable ordinary share $ — $ 0.06 $ 0.06 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 6,567,276 449,100 7,016,376 Basic and diluted net loss per non-redeemable ordinary share $ (0.02) $ (0.70) $ (0.72) December 31, 2020 As Originally Reported Adjustments As Restated Statement of Changes in Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,279,045 shares issued $ 177 $ 351 $ 528 Additional paid-in capital 7,976,267 10,131,290 18,107,557 Accumulated deficit (2,977,157) (10,131,638) (13,108,795) Total Shareholders’ Equity $ 5,000,006 $ 3 $ 5,000,009 December 31, 2019 As Originally Reported Adjustments As Restated Statement of Changes in Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 4,358,467 shares issued $ 127 $ 309 $ 436 Additional paid-in capital 4,789,456 4,989,174 9,778,630 (Accumulated deficit) Retained earnings 209,708 (4,989,490) (4,779,782) Total Shareholders’ Equity $ 5,000,010 $ (7) $ 5,000,003 Year Ended December 31, 2020 As Originally Reported Adjustments As Restated Statement of Cash Flows Cash Flows from Operating Activities: Net loss $ (3,186,865) $ (4,393,750) $ (7,580,615) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liabilities — 4,393,750 4,393,750 Net cash used in operating activities (1,911,404) — (1,911,404) Non-Cash Investing and Financing Activities: Change in fair value of Class A ordinary shares subject to possible redemption $ (3,186,861) $ (4,393,760) $ (7,580,621) For the Period from June 13, 2019 (Inception) through December 31, 2019 As Originally Reported Adjustments As Restated Statement of Cash Flows Cash Flows from Operating Activities: Net (loss) income $ 209,708 $ (4,989,490) $ (4,779,782) Adjustments to reconcile net (loss) income to net cash used in operating activities: Underwriting fees and offering costs allocated to warrant liabilities — 1,051,990 1,051,990 Change in fair value of warrant liabilities — 3,937,500 3,937,500 Net cash used in operating activities (228,898) — (228,898) Non-Cash Investing and Financing Activities: Initial classification of Class A ordinary shares subject to possible redemption $ 274,942,190 $ (27,025,000) $ 247,917,190 Change in fair value of Class A ordinary shares subject to possible redemption $ 216,268 $ (3,937,493) $ (3,721,225) |
DESCRIPTION OF ORGANIZATION A_3
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Alussa Energy Acquisition Corp. (the “Company”) is a 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 was 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, 2021, 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 “Public Warrants”). Each whole Public 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 5. 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, 2021, cash of $334,000 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. 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. On January 29, 2021, we entered into a Business Combination Agreement (the “Business Combination Agreement”) with FREYR AS, a company organized under the laws of Norway (“FREYR”), the Sponsor, in the capacity as the representative for the Alussa shareholders in accordance with the terms and conditions of the Business Combination Agreement, FREYR Battery, a corporation in the form of a public limited liability company organized under the laws of Luxembourg (“Pubco”), Norway Sub 1 AS, a private limited liability company under the laws of Norway (“Norway Merger Sub 1”), Norway Sub 2 AS, a private limited liability company under the laws of Norway (“Norway Merger Sub 2” and together with Norway Merger Sub 1, the “Norway Merger Subs”), Adama Charlie Sub, a Cayman Islands exempted company (“Cayman Merger Sub”), certain shareholders of FREYR named in the Business Combination Agreement (the “Major Shareholders”), and ATS NEXT AS, in the capacity as the representative for the Major Shareholders in accordance with the terms and conditions of the Business Combination Agreement (the “Shareholder Representative”). Prior to the completion of the transactions contemplated by the Business Combination Agreement, the Norway Merger Subs shall be wholly-owned subsidiaries of the Company. Pursuant to the terms of the Business Combination Agreement, (a) the Company will merge with and into Cayman Merger Sub, with the Company continuing as the surviving entity (the “Cayman Merger”), (b) the Company will distribute all of its interests in Norway Merger Sub 1 to Pubco, (c) FREYR will merge with and into Norway Merger Sub 2, with Norway Merger Sub 2 continuing as the surviving entity (the “Norway Merger”), (d) Norway Merger Sub 1 will merge with and into Pubco, with Pubco continuing as the surviving entity (the “Cross-Border Merger”), as a result of which, (i) each issued and outstanding security of the Company immediately prior to the effective time of the Cayman Merger shall be exchanged for the right of the holder thereof to receive securities of Pubco in accordance with the Business Combination Agreement (or, in the case of Dissenting Purchaser Shareholders, if any, the right to receive the fair value of such holder’s Dissenting Purchaser Ordinary Shares and such other rights as are granted by the Cayman Companies Law), (ii) each issued and outstanding security of FREYR immediately prior to the effective time of the Norway Merger shall be exchanged for the right of the holder thereof to receive securities of Norway Merger Sub 1 in accordance with the Business Combination Agreement and (iii) each issued and outstanding security of Norway Merger Sub 1 immediately prior to the Cross-Border Effective Time shall be exchanged for the right of the holder to receive securities of Pubco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law. The Business Combination will be consummated in accordance with the terms and subject to the conditions as further described in the Business Combination Agreement. Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1B. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Alussa Energy Acquisition Corp. 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 was 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 December 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 5. 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 December 31, 2020, cash of $370,958 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. 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. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
LIQUIDITY AND GOING CONCERN_2
LIQUIDITY AND GOING CONCERN | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
LIQUIDITY AND GOING CONCERN | NOTE 2. LIQUIDITY AND GOING CONCERN As of March 31, 2021, the Company had $334,000 in its operating bank accounts, $289,838,722 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $(8,129,619). As of March 31, 2021, approximately $2,338,700 of the amount on deposit in the Trust Account represented interest income and unrealized gain, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available on commercially acceptable terms, if at all. See Note 5 for further discussions of subsequent borrowings under the loan note dated February 9, 2021. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 29, 2021, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. | NOTE 2. LIQUIDITY AND GOING CONCERN As of December 31, 2020, the Company had $370,958 in its operating bank accounts, $289,834,441 in securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $(2,800,338). As of December 31, 2020, approximately $2,334,000 of the amount on deposit in the Trust Account represented interest income and unrealized gain, which is available to pay the Company’s tax obligations. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through November 29, 2021, the date that the Company will be required to cease all operations, except for the purpose of winding up, if a Business Combination is not consummated. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. 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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Amendment No. 1 on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 6, 2021, which contains the audited financial statements (as restated) and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements (as restated) presented in the Company’s amended Annual Report on Form 10-K/A for the year ended December 31, 2020. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 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, 2021 and December 31, 2020. Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, the assets held in the Trust Account were substantially held in a money market fund holding U.S. Treasury Bills, which are classified as trading securities in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Investments — Debt and Equity Securities.” Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in 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. 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, 2021 and December 31, 2020. 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 Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (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. Class A ordinary shares subject to possible redemption at March 31, 2021 and December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (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 placements to purchase 23,125,000 ordinary shares in the calculation of diluted net income (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 income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented. Reconciliation of Net Income (Loss) Per Ordinary Share The Company’s net income (loss) 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 net income (loss) per ordinary share is calculated as follows: Three Months Ended March 31, 2021 2020 Redeemable ordinary shares Numerator: Interest income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Net income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Denominator: Weighted average redeemable ordinary shares outstanding, basic and diluted 23,470,955 24,391,533 Basic and diluted net income per redeemable ordinary share $ 0.00 $ 0.03 Non-redeemable ordinary shares Numerator: Net income (loss) $ (30,918,750) $ 8,943,386 Less: Net income attributable to redeemable ordinary shares (3,038) (780,199) Net income (loss) attributable to non-redeemable ordinary shares $ (30,921,788) $ 8,163,187 Denominator: Weighted average non-redeemable ordinary shares outstanding, basic and diluted 12,466,545 11,545,967 Basic and diluted net income (loss) per non-redeemable ordinary share $ (2.48) $ 0.71 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. Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement”, 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: See Note 8 for additional information on assets and liabilities measured at fair value. Public Warrants and Private Placement Warrants The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 1, Note 3, Note 4, Note 7 and Note 8) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, “Derivatives and Hedging”, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (concurrent with or shortly after the date of the IPO) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change. 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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. 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 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 December 31, 2020 and 2019. Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Securities Money Market Fund. At December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A 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 Class A 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, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. 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 December 31, 2020 and 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 Income (Loss) Per Ordinary Share Net loss per ordinary share is computed by dividing net income (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. Class A ordinary shares subject to possible redemption at December 31, 2020 and 2019, 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 Income (Loss) Per Ordinary Share The Company’s net income (loss) 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: For the Period from June 13, 2019 (Inception) Year Ended through December 31, December 31, 2020 2019 (As Restated) (As Restated) Redeemable ordinary shares Numerator: Interest income attributable to redeemable ordinary shares $ 1,635,750 $ 246,606 Net income attributable to redeemable ordinary shares $ 1,635,750 $ 246,606 Denominator: Weighted average redeemable ordinary shares outstanding, basic and diluted 24,958,411 3,820,067 Basic and diluted net income per redeemable ordinary share $ 0.07 $ 0.06 Non-redeemable ordinary shares Numerator: Net loss $ (7,580,615) $ (4,779,782) Less: Net income attributable to redeemable ordinary shares (1,635,750) (246,606) Net loss attributable to non-redeemable ordinary shares $ (9,216,365) $ (5,026,389) Denominator: Weighted average non-redeemable ordinary shares outstanding, basic and diluted 10,979,089 7,016,376 Basic and diluted net loss per non-redeemable ordinary share $ (0.84) $ (0.72) 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. Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, 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: See Note 8 for additional information on assets and liabilities measured at fair value. Public Warrants and Private Placement Warrants The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 1A, Note 1B, Note 3, Note 4, Note 8 and Note 10) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (concurrent with or shortly after the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. 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 financial statements. |
INITIAL PUBLIC OFFERING_2
INITIAL PUBLIC OFFERING | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
INITIAL PUBLIC OFFERING | NOTE 4. 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. 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. |
PROMISSORY NOTE - RELATED PAR_3
PROMISSORY NOTE - RELATED PARTY | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
PROMISSORY NOTE - RELATED PARTY | NOTE 5. PROMISSORY NOTE — RELATED PARTY On February 9, 2021, the Company issued an unsecured promissory note to the Sponsor pursuant to the working capital loans agreement as described in Note 6, by which the Company may borrow up to $1,500,000 in the aggregate. The note is non-interest bearing and payable on the earlier to occur of (i) the completion of an initial Business Combination or (ii) liquidation. During the three months ended March 31, 2021, the Sponsor made a $550,000 advance to the Company to assist with operation expenses. On April 6, 2021, the Company borrowed $1,500,000 under the loan note, net of the $550,000 advance. On April 30, 2021, the Sponsor elected to convert the loan note into 1,500,000 warrants that are identical to the Private Placement Warrants. | NOTE 5. 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. During 2019, the Company 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. |
COMMITMENTS_2
COMMITMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
COMMITMENTS | NOTE 6. 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. In 2021, 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 February 28, 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 1, 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 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, 2021 and 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. | NOTE 6. 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. February 28, 2020, the Company entered into a consulting agreement with a service provider, pursuant to which the service provider provided the Company with advisory or transaction support for a potential Business Combination. The Company paid the service provider a fee of $75,000 per month for three months, for total fees of $225,000. In addition, on February 28, 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 year ended December 31, 2020 and for the period from June 13, 2019 (inception) through December 3, 2019, the Company incurred and paid $420,000 and $35,000 in fees for these services, respectively. 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 (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. If the Company completes its initial Business Combination, it would repay such loaned amounts without interest. 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. |
SHAREHOLDERS' EQUITY AND WARRAN
SHAREHOLDERS' EQUITY AND WARRANTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
Shareholders' Equity (Deficit) | NOTE 7. 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, 2021 and December 31, 2020, 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, 2021 and December 31, 2020, there were 8,346,318 and 5,279,045 Class A Shares issued and outstanding, excluding 20,403,682 and 23,470,955 Class A Shares subject to possible redemption, respectively. At March 31, 2021 and December 31, 2020, 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. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering or November 29, 2020. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those shares is available throughout the 30 day redemption period, unless the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. No Public Warrants will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any Class A ordinary shares to holders seeking to exercise their Public Warrants, unless the issuance of the Class A ordinary shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has determined that after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act within 60 business days after the closing of the Business Combination, the holders of the Public Warrants shall have the right to exercise their Public Warrants on a “cashless basis” in accordance with the Section 3(a)(9) of the Securities Act and, by exchanging the Public Warrants for the number of Class A ordinary share per Public Warrant equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying such Public Warrant, multiplied by the excess of the fair market value over the exercise price by (y) the fair market value. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● In whole and not in part; ● At a price of $0.01 per Public Warrant ● Upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder ● If, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders equals or exceeds $18.00 per share (as adjusted). If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share split, share dividend, rights issuance, subdivision, reorganization, recapitalization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 ordinary 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 ordinary 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 Public 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. 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. | NOTE 7. SHAREHOLDERS’ EQUITY AND WARRANTS 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 December 31, 2020 and 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 December 31, 2020 and 2019, there were 5,279,045 and 4,358,467 Class A Shares issued 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. Warrants Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering or November 29, 2020. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those shares is available throughout the 30 day redemption period, unless the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. No Public Warrants will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any Class A ordinary shares to holders seeking to exercise their Public Warrants, unless the issuance of the Class A ordinary shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has determined that after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if the Class A ordinary shares are, at the time of any exercise of a Public Warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act with 60 business days after the closing of the Business Combination, the holders of the Public Warrants shall have the right to exercise their Public Warrants on a “cashless basis” in accordance with the Section 3(a)(9) of the Securities Act and, by exchanging the Public Warrants for the number of Class A ordinary share per Public Warrant equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying such Public Warrant, multiplied by the excess of the fair market value over the exercise price by (y) the fair market value. Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● In whole and not in part; ● At a price of $0.01 per Public Warrant ● Upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder ● If, and only if, the reported last sale price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders equals or exceeds $18.00 per share (as adjusted). If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share split, share dividend, rights issuance, subdivision, reorganization, recapitalization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. 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 ordinary 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 ordinary 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 Public 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. 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. |
FAIR VALUE MEASUREMENTS_2
FAIR VALUE MEASUREMENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
FAIR VALUE MEASUREMENTS | NOTE 8. 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 and liabilities that are measured at fair value on a recurring basis at March 31, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 289,838,722 $ — $ — $ 289,838,722 Total fair value $ 289,838,722 $ — $ — $ 289,838,722 Liabilities: Public Warrants $ 32,775,000 $ — $ — $ 32,775,000 Private Placement Warrants — — 28,175,000 28,175,000 Total fair value $ 32,775,000 $ — $ 28,175,000 $ 60,950,000 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 289,834,441 $ — $ — $ 289,834,441 Total fair value $ 289,834,441 $ — $ — $ 289,834,441 Liabilities: Public Warrants $ 17,681,250 $ — $ — $ 17,681,250 Private Placement Warrants — — 17,675,000 17,675,000 Total fair value $ 17,681,250 $ — $ 17,675,000 $ 35,356,250 Public Warrants and Private Placement Warrants The Public Warrants and Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at issuance and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. As of March 31, 2021 and December 31, 2020, the Public Warrants were classified as a Level 1 fair value measurement due to the use of an observable market quote in an active market under the ticker ALUS.WS and the Private Placement Warrants were classified as a Level 3 fair value measurement based on the use of unobservable inputs. As of March 31, 2021 and December 31, 2020, the fair value of the Public Warrants was $32,775,000 and $17,681,250, respectively, based on the closing price of ALUS.WS on the respective dates of $2.28 and $1.23 per Public Warrant, respectively. The Company’s use of the Black-Scholes option pricing model for the Private Placement Warrants as of March 31, 2021 and December 31, 2020 required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the U.S. Constant Maturity Treasury yield, which was commensurate with the contractual terms of the Private Placement Warrants, which expire on the earlier of (i) five years after the completion of the initial Business Combination and (ii) redemption or liquidation. An increase in the risk-free interest rate in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected term was determined to be 5.2 and 5.5 years as of March 31, 2021 and December 31, 2020, respectively, as the Private Placement Warrants become exercisable on the later of (i) 30 days after the completion of the Business Combination and (ii) 12 months from the IPO date or November 29, 2020. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The fair value of the Units, which each consist of one Class A ordinary shares and one-half of one Public Warrant, represents the closing price on the measurement date as observed from the ticker ALUS.U. The key inputs into the Black-Scholes option model for the Private Placement Warrants were as follows on each respective date: March 31, December 31, 2021 2020 Risk-free interest rate 0.96 % 0.43 % Term (years) 5.2 5.5 Volatility 40.03 % 26.17 % Dividend yield 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 Share price $ 10.00 $ 10.06 The following table presents changes in the Level 3 Private Placement Warrants measured at fair value for the three months ended March 31, 2021 and 2020: Private Public Placement Warrant Warrants Warrants Liabilities Fair value as of December 31, 2020 $ 17,681,250 $ 17,675,000 $ 35,356,250 Change in fair value of warrant liabilities 15,093,750 10,500,000 25,593,750 Fair value as of March 31, 2021 $ 32,775,000 $ 28,175,000 $ 60,950,000 Fair value as of December 31, 2019 $ 18,975,000 $ 11,987,500 $ 30,962,500 Change in fair value of warrant liabilities (8,193,750) 525,000 (7,668,750) Fair value as of March 31, 2020 $ 10,781,250 $ 12,512,500 $ 23,293,750 | NOTE 8. 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 Company also follows the guidance in ASC Topic 815 for its Public Warrants and Private Placement Warrants that are re-measured and reported at fair value each reporting period. 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 and liabilities that are measured at fair value on a recurring basis at December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, 2020 (As Restated) Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 289,834,441 $ — $ — $ 289,834,441 Total fair value $ 289,834,441 $ — $ — $ 289,834,441 Liabilities: Public Warrants $ 17,681,250 $ — $ — $ 17,681,250 Private Placement Warrants — — 17,675,000 17,675,000 Total fair value $ 17,681,250 $ — $ 17,675,000 $ 35,356,250 December 31, 2019 (As Restated) Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 287,830,781 $ — $ — $ 287,830,781 Total fair value $ 287,830,781 $ — $ — $ 287,830,781 Liabilities: Public Warrants $ — $ — $ 18,975,000 $ 18,975,000 Private Placement Warrants — — 11,987,500 11,987,500 Total fair value $ — $ — $ 30,962,500 $ 30,962,500 Public Warrants and Private Placement Warrants The Public Warrants and Private Placement Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the balance sheets. The warrant liabilities are measured at fair value at issuance and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the statements of operations. Initial Measurement The Company measured the fair value for the Warrants at issuance using a Monte Carlo simulation model for the Public Warrants and a Black-Scholes option pricing model for the Private Placement Warrants. The Company allocated the proceeds received from the sale of Units (which include one Class A ordinary share and one-half of one Public Warrant), to the Public Warrants based on their fair value at issuance, with the remaining proceeds allocated to Class A ordinary shares. The Warrants were classified at Level 3 at the initial measurement date due to the use of unobservable inputs. The Company’s use of a Black-Scholes option pricing model and Monte Carlo simulation model required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the U.S. Constant Maturity Treasury yield, which was commensurate with the contractual terms of the Warrants, which expire on the earlier of (i) five years after the completion of the initial Business Combination and (ii) redemption or liquidation. An increase in the risk-free interest rate in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected term was determined to be 5.5 years, as the Warrants become exercisable on the later of (i) 30 days after the completion of the Business Combination and (ii) 12 months from the IPO date or November 29, 2020. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The expected volatility assumption was based on the implied volatility from a set of comparable publicly-traded warrants as determined based on the size and proximity of other similar business combinations. An increase in expected volatility, in isolation, would result in an increase in the fair value measurement of the warrant liabilities and vice versa. ● The fair value of the Units, which each consist of one Class A ordinary share and one-half of one Public Warrant, represents the closing price on the measurement date as observed from the ticker ALUS.U. Subsequent Measurement The Warrants are measured at fair value on a recurring basis. As of December 31, 2019, the Public and Private Placement Warrants were classified as Level 3 fair value measurements based on the use of unobservable inputs. However, the subsequent measurement of the Public Warrants as of December 31, 2020 is classified as a Level 1 fair value measurement due to the use of an observable market quote in an active market under the ticker ALUS.WS. As of December 31, 2020, the fair value of the Public Warrants was $17,681,250 based on the closing price of ALUS.WS on that date of $1.23 per Public Warrant. As of December 31, 2020, the Private Placement Warrants remained a Level 3 measurement. The key inputs into the Black-Scholes option model and Monte Carlo simulation model for the Public Warrants and Private Placement Warrants, were as follows on each respective date: November 29, December 5, 2019 2019 (Initial (Initial December 31, December 31, Measurement) Measurement) 2019 2020 Risk-free interest rate 1.64 % 1.64 % 1.72 % 0.43 % Term (years) 5.5 5.5 5.5 5.5 Volatility 20.0 % 20.0 % 20.0 % 26.17 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Share price $ 9.37 (1) $ 9.38 (1) $ 9.42 (1) $ 10.06 (1) As of the respective dates, the Units had not been separated into Class A ordinary shares and Public Warrants. As such, an implied share price was determined using the observed Unit price. The following table presents the changes in the fair value of warrant liabilities through December 31, 2020: Private Public Placement Warrant Warrants Warrants Liabilities Fair value as of June 13, 2019 $ — $ — $ — Fair value for warrants issued on November 29, 2019 15,875,000 10,640,000 26,515,000 Fair value for warrants issued on December 5, 2019 2,400,000 997,500 3,397,500 Change in fair value of warrant liabilities 700,000 350,000 1,050,000 Fair value as of December 31, 2019 18,975,000 11,987,500 30,962,500 Change in fair value of warrant liabilities (1) (1,293,750) 5,687,500 4,393,750 Fair value as of December 31, 2020 $ 17,681,250 $ 17,675,000 $ 35,356,250 (1) Due to the use of quoted prices in an active market (Level 1) to measure the fair values of the Public Warrants subsequent to December 31, 2019, Public Warrants with a fair value of $10,781,250 were transferred out of Level 3 for the year ended December 31, 2020. |
SUBSEQUENT EVENTS_2_3
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
SUBSEQUENT EVENTS | NOTE 9. 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. | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 29, 2021, the Company entered into a Business Combination Agreement (the “ Business Combination Agreement FREYR Pubco Norway Merger Sub 1 Norway Merger Sub 2 Norway Merger Subs Cayman Merger Sub Major Shareholders Shareholder Representative Prior to the completion of the transactions contemplated by the Business Combination Agreement, the Norway Merger Subs shall be wholly-owned subsidiaries of the Company. Pursuant to the terms of the Business Combination Agreement, (a) the Company will merge with and into Cayman Merger Sub, with the Company continuing as the surviving entity (the “ Cayman Merger Norway Merger Cross-Border Merger The Business Combination will be consummated in accordance with the terms and subject to the conditions as further described in the Business Combination Agreement. On February 9, 2021, the Company issued an unsecured promissory note to the Sponsor pursuant to the Working Capital Loans agreement as described in Note 6, by which the Company may borrow up to $1,500,000 in the aggregate. The note is non-interest bearing and payable on the earlier to occur of (i) the completion of an initial Business Combination or (ii) liquidation. On April 6, 2021, the Company borrowed $1,500,000 under the loan note. On April 30, 2021, the Sponsor elected to convert the loan note into 1,500,000 warrants that are identical to the Private Placement Warrants. |
RESTATEMENT OF QUARTERLY CONDEN
RESTATEMENT OF QUARTERLY CONDENSED FINANCIAL STATEMENTS (UNAUDITED) | 12 Months Ended |
Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | |
RESTATEMENT OF QUARTERLY CONDENSED FINANCIAL STATEMENTS (UNAUDITED) | NOTE 10: RESTATEMENT OF QUARTERLY CONDENSED FINANCIAL STATEMENTS (UNAUDITED) As Restated September 30, June 30, March 31, 2020 2020 2020 BALANCE SHEETS ASSETS Current Assets Cash $ 1,109,632 $ 1,399,600 $ 1,880,199 Prepaid expenses and other current assets 41,817 84,716 81,894 Total Current Assets 1,151,449 1,484,316 1,962,093 Marketable securities held in Trust Account 289,791,930 289,642,871 289,605,262 Total Assets $ 290,943,379 $ 291,127,187 $ 291,567,355 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities – Accounts payable and accrued expenses $ 39,327 $ 47,847 $ 71,751 Deferred underwriting fee payable 10,062,500 10,062,500 10,062,500 Warrant liabilities 23,606,250 21,293,750 23,293,749 Total Liabilities 33,708,077 31,404,097 33,428,000 Commitments — — — Class A ordinary shares subject to possible redemption, 25,024,040, 25,283,856 and 25,129,917 shares at redemption value at September 30, 2020, June 30, 2020 and March 31, 2020, respectively 252,235,299 254,723,083 253,139,346 Shareholders’ Equity Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized issued outstanding 372 346 363 Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding at September 30, 2020, June 30, 2020, and March 31, 2020 719 719 719 Additional paid-in capital 2,487,758 — 835,323 Retained earnings 2,511,154 4,998,942 4,163,604 Total Shareholders’ Equity 5,000,003 5,000,007 5,000,009 Total Liabilities and Shareholders’ Equity $ 290,943,379 $ 291,127,187 $ 291,567,355 As Restated September 30, June 30, March 31, 2020 2020 2020 Three Nine Three Six Three Months Months Months Months Months Ended Ended Ended Ended Ended STATEMENTS OF OPERATIONS Operating costs $ 324,347 $ 1,278,065 $ 453,873 $ 953,718 $ 499,845 Loss from operations (324,347) (1,278,065) (453,873) (953,718) (499,845) Other income (expense): Interest income 93,440 1,944,601 958,571 1,851,161 892,590 Unrealized gain on marketable securities held in Trust Account 55,619 16,548 (920,962) (39,071) 881,891 Change in fair value of warrant liabilities (2,312,500) 7,356,250 2,000,000 9,668,750 7,668,750 Other income (expense) (2,163,441) 9,317,399 2,037,609 11,480,840 9,443,231 Net income (loss) $ (2,487,788) $ 8,039,334 $ 1,583,736 $ 10,527,122 $ 8,943,386 Weighted average redeemable ordinary shares outstanding, basic and diluted 25,283,856 24,936,375 25,129,917 24,760,725 24,391,533 Basic and diluted net income per redeemable ordinary share $ 0.00 $ 0.07 $ 0.03 $ 0.07 $ 0.03 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 10,653,644 11,001,125 10,807,583 11,176,775 11,545,967 Basic and diluted net income (loss) per non-redeemable ordinary share $ (0.24) $ 0.58 $ 0.07 $ 0.80 $ 0.71 For the Three Months Ended March 31, 2020 (As Restated) (Accumulated Class A Ordinary Class B Ordinary Additional Deficit) Total Shares Shares Paid-In Retained Shareholders’ Shares Amount Shares Amount Capital Earnings Equity STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Balance – January 1, 2020 4,358,467 $ 436 7,187,500 $ 719 $ 9,778,630 $ (4,779,782) $ 5,000,003 Class A ordinary shares subject to possible redemption (738,384) (73) — — (8,943,307) — (8,943,380) Net income — — — — — 8,943,386 8,943,386 Balance – March 31, 2020 3,620,083 $ 363 7,187,500 $ 719 $ 835,323 $ 4,163,604 $ 5,000,009 For the Three Months Ended June 30, 2020 (As Restated) Class A Ordinary Class B Ordinary Additional Total Shares Shares Paid-In Retained Shareholders’ Shares Amount Shares Amount Capital Earnings Equity STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Balance – March 31, 2020 3,620,083 $ 363 7,187,500 $ 719 $ 835,323 $ 4,163,604 $ 5,000,009 Class A ordinary shares subject to possible redemption (153,939) (17) — — (835,323) (748,398) (1,583,738) Net income — — — — — 1,583,736 1,583,736 Balance – June 30, 2020 3,466,144 $ 346 7,187,500 $ 719 $ — $ 4,998,942 $ 5,000,007 For the Six Months Ended June 30, 2020 (As Restated) (Accumulated Class A Ordinary Class B Ordinary Additional Deficit) Total Shares Shares Paid-In Retained Shareholders’ Shares Amount Shares Amount Capital Earnings Equity STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Balance – January 1, 2020 4,358,467 $ 436 7,187,500 $ 719 $ 9,778,630 $ (4,779,782) $ 5,000,003 Class A ordinary shares subject to possible redemption (892,323) (90) — — (9,778,630) (748,398) (10,527,118) Net income — — — — — 10,527,122 10,527,122 Balance – June 30, 2020 3,466,144 $ 346 7,187,500 $ 719 $ — $ 4,998,942 $ 5,000,007 For the Three Months Ended September 30, 2020 (As Restated) Class A Ordinary Class B Ordinary Additional Total Shares Shares Paid-In Retained Shareholders’ Shares Amount Shares Amount Capital Earnings Equity STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Balance – June 30, 2020 3,466,144 $ 346 7,187,500 $ 719 $ — $ 4,998,942 $ 5,000,007 Class A ordinary shares subject to possible redemption 259,816 26 — — 2,487,758 — 2,487,784 Net loss — — — — — (2,487,788) (2,487,788) Balance – September 30, 2020 3,725,960 $ 372 7,187,500 $ 719 $ 2,487,758 $ 2,511,154 $ 5,000,003 For the Nine Months Ended September 30, 2020 (As Restated) Class A Ordinary Class B Ordinary Additional Total Shares Shares Paid-In Retained Shareholders’ Shares Amount Shares Amount Capital Earnings Equity STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Balance – January 1, 2020 4,358,467 $ 436 7,187,500 $ 719 $ 9,778,630 $ (4,779,782) $ 5,000,003 Class A ordinary shares subject to possible redemption (632,507) (64) — — (7,290,872) (748,398) (8,039,334) Net income — — — — — 8,039,334 8,039,334 Balance – September 30, 2020 3,725,960 $ 372 7,187,500 $ 719 $ 2,487,758 $ 2,511,154 $ 5,000,003 As Restated Nine Months Six Months Three Months Ended Ended Ended September 30, June 30, March 31, 2020 2020 2020 STATEMENTS OF CASH FLOWS Cash Flows from Operating Activities Net income $ 8,039,334 $ 10,527,122 $ 8,943,386 Adjustments to reconcile net income to net cash used in operating activities: Interest earned on marketable securities held in Trust Account (1,944,601) (1,851,161) (892,590) Unrealized gain on marketable securities held in Trust Account (16,548) 39,071 (881,891) Change in fair value of warrant liabilities (7,356,250) (9,668,750) (7,668,750) Changes in operating assets and liabilities: Prepaid expenses and other current assets 71,232 28,333 31,155 Accrued expenses 34,103 42,623 66,527 Net cash used in operating activities (1,172,730) (882,762) (402,163) Net Change in Cash (1,172,730) (882,762) (402,163) Cash – Beginning 2,282,362 2,282,362 2,282,362 Cash – Ending $ 1,109,632 $ 1,399,600 $ 1,880,199 Non-Cash Investing and Financing Activities: Change in fair value of Class A ordinary shares subject to possible redemption $ 8,039,334 $ 10,527,118 $ 8,943,381 September 30, 2020 As Originally As Reported Adjustments Restated Balance Sheet Liabilities and Shareholders’ Equity Warrant liabilities $ — $ 23,606,250 $ 23,606,250 Total Liabilities 10,101,827 23,606,250 33,708,077 Class A ordinary shares subject to possible redemption, 25,024,040 shares at redemption value at September 30, 2020 275,841,548 (23,606,249) 252,235,299 Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,725,960 shares issued and outstanding (excluding 25,024,040 shares subject to possible redemption) at September 30, 2020 138 234 372 Additional paid-in capital 4,106,355 (1,618,597) 2,487,758 Retained earnings 892,792 1,618,362 2,511,154 Total Shareholders’ Equity 5,000,004 (1) 5,000,003 Total Liabilities and Shareholders’ Equity $ 290,943,379 $ — $ 290,943,379 June 30, 2020 As Originally As Reported Adjustments Restated Balance Sheet Liabilities and Shareholders’ Equity Warrant liabilities $ — $ 21,293,750 $ 21,293,750 Total Liabilities 10,110,347 21,293,750 31,404,097 Class A ordinary shares subject to possible redemption, 25,283,856 shares at redemption value at June 30, 2020 276,016,831 (21,293,748) 254,723,083 Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,466,144 shares issued and outstanding 135 211 346 Additional paid-in capital 3,931,075 (3,931,075) — Retained earnings 1,068,080 3,930,862 4,998,942 Total Shareholders’ Equity 5,000,009 (2) 5,000,007 Total Liabilities and Shareholders’ Equity $ 291,127,187 $ — $ 291,127,187 March 31, 2020 As Originally As Reported Adjustments Restated Balance Sheet Liabilities and Shareholders’ Equity Warrant liabilities $ — $ 23,293,749 $ 23,293,749 Total Liabilities 10,134,251 23,293,749 33,428,000 Class A ordinary shares subject to possible redemption 25,129,917 shares at redemption value at March 31, 2020 276,433,098 (23,293,752) 253,139,346 Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,620,083 shares issued and outstanding 131 232 363 Additional paid-in capital 3,514,812 (2,679,489) 835,323 Retained earnings 1,484,344 2,679,260 4,163,604 Total Shareholders’ Equity 5,000,006 3 5,000,009 Total Liabilities and Shareholders’ Equity $ 291,567,355 $ — $ 291,567,355 For the Three Months Ended September 30, 2020 As Originally As Reported Adjustments Restated Statement of Operations Other income (expense): Change in fair value of warrant liabilities $ — $ (2,312,500) $ (2,312,500) Other income (expense) 149,059 (2,312,500) (2,163,441) Net loss $ (175,288) $ (2,312,500) $ (2,487,788) Weighted average redeemable ordinary shares outstanding, basic and diluted — 25,283,856 25,283,856 Basic and diluted net income per redeemable ordinary share $ — $ 0.00 $ 0.00 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 8,540,023 2,113,621 10,653,644 Basic and diluted net loss per non-redeemable ordinary share $ (0.04) $ (0.20) $ (0.24) For the Nine Months Ended September 30, 2020 As Originally As Reported Adjustments Restated Statement of Operations Other income (expense): Change in fair value of warrant liabilities $ — $ 7,356,250 $ 7,356,250 Other income (expense) 1,961,149 7,356,250 9,317,399 Net income $ 683,084 $ 7,356,250 $ 8,039,334 Weighted average redeemable ordinary shares outstanding, basic and diluted — 24,936,375 24,936,375 Basic and diluted net income per redeemable ordinary share $ — $ 0.07 $ 0.07 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 8,496,307 2,504,818 11,001,125 Basic and diluted net income (loss) per non-redeemable ordinary share $ (0.14) $ 0.72 $ 0.58 For the Three Months Ended June 30, 2020 As Originally As Reported Adjustments Restated Statement of Operations Other income (expense): Change in fair value of warrant liabilities $ — $ 2,000,000 $ 2,000,000 Other income (expense) 37,609 2,000,000 2,037,609 Net (loss) income $ (416,264) $ 2,000,000 $ 1,583,736 Weighted average redeemable ordinary shares outstanding, basic and diluted — 25,129,917 25,129,917 Basic and diluted net income per redeemable ordinary share $ — $ 0.03 $ 0.03 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 8,495,141 2,312,442 10,807,583 Basic and diluted net income (loss) per non-redeemable ordinary share $ (0.05) $ 0.12 $ 0.07 For the Six Months Ended June 30, 2020 As Originally As Reported Adjustments Restated Statement of Operations Other income (expense): Change in fair value of warrant liabilities $ — $ 9,668,750 $ 9,668,750 Other income (expense) 1,812,090 9,668,750 11,480,840 Net income $ 858,372 $ 9,668,750 $ 10,527,122 Weighted average redeemable ordinary shares outstanding, basic and diluted — 24,760,725 24,760,725 Basic and diluted net income per redeemable ordinary share $ — $ 0.07 $ 0.07 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 8,474,209 2,702,566 11,176,775 Basic and diluted net income (loss) per non-redeemable ordinary share $ (0.10) $ 0.90 $ 0.80 For the Three Months Ended March 31, 2020 As Originally As Reported Adjustments Restated Statement of Operations Other income (expense): Change in fair value of warrant liabilities $ — $ 7,668,750 $ 7,668,750 Other income (expense) 1,774,481 7,668,750 9,443,231 Net income $ 1,274,636 $ 7,668,750 $ 8,943,386 Weighted average redeemable ordinary shares outstanding, basic and diluted — 24,391,533 24,391,533 Basic and diluted net income per redeemable ordinary share $ — $ 0.03 $ 0.03 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 8,453,276 3,092,691 11,545,967 Basic and diluted net income (loss) per non-redeemable ordinary share $ (0.05) $ 0.76 $ 0.71 For the Nine Months Ended September 30, 2020 As Originally As Reported Adjustments Restated Statement of Cash Flows Cash Flows from Operating Activities: Net income $ 683,084 $ 7,356,250 $ 8,039,334 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of warrant liabilities — (7,356,250) (7,356,250) Net cash used in operating activities (1,172,730) — (1,172,730) Non-Cash Investing and Financing Activities: Change in fair value of Class A ordinary shares subject to possible redemption $ 683,090 $ 7,356,244 $ 8,039,334 For the Six Months Ended June 30, 2020 As Originally As Reported Adjustments Restated Statement of Cash Flows Cash Flows from Operating Activities: Net income $ 858,372 $ 9,668,750 $ 10,527,122 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of warrant liabilities — (9,668,750) (9,668,750) Net cash used in operating activities (882,762) — (882,762) Non-Cash Investing and Financing Activities: Change in fair value of Class A ordinary shares subject to possible redemption $ 858,373 $ 9,668,745 $ 10,527,118 For the Three Months Ended March 31, 2020 As Originally As Reported Adjustments Restated Statement of Cash Flows Cash Flows from Operating Activities: Net income $ 1,274,636 $ 7,668,750 $ 8,943,386 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of warrant liabilities — (7,668,750) (7,668,750) Net cash used in operating activities (402,163) — (402,163) Non-Cash Investing and Financing Activities: Change in fair value of Class A ordinary shares subject to possible redemption $ 1,274,640 $ 7,668,741 $ 8,943,381 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) - CIK000178115 Alussa Energy Acquisition Corp | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Basis of Presentation | 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. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Amendment No. 1 on Form 10-K/A for the year ended December 31, 2020 as filed with the SEC on May 6, 2021, which contains the audited financial statements (as restated) and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements (as restated) presented in the Company’s amended Annual Report on Form 10-K/A for the year ended December 31, 2020. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | 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. | 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 | 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. | Use of Estimates The preparation of the 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 | 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, 2021 and December 31, 2020. | 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 December 31, 2020 and 2019. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At March 31, 2021 and December 31, 2020, the assets held in the Trust Account were substantially held in a money market fund holding U.S. Treasury Bills, which are classified as trading securities in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Investments — Debt and Equity Securities.” | Marketable Securities Held in Trust Account At December 31, 2020, the assets held in the Trust Account were substantially held in U.S. Treasury Securities Money Market Fund. At December 31, 2019, the assets held in the Trust Account were substantially held in U.S. Treasury Bills. |
Class A Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in 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. | Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A 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 Class A 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, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. |
Income Taxes | 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, 2021 and December 31, 2020. 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. | 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 December 31, 2020 and 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 Income (Loss) Per Ordinary Share | Net Income (Loss) Per Ordinary Share Net income (loss) per ordinary share is computed by dividing net income (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. Class A ordinary shares subject to possible redemption at March 31, 2021 and December 31, 2020, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income (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 placements to purchase 23,125,000 ordinary shares in the calculation of diluted net income (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 income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented. Reconciliation of Net Income (Loss) Per Ordinary Share The Company’s net income (loss) 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 net income (loss) per ordinary share is calculated as follows: Three Months Ended March 31, 2021 2020 Redeemable ordinary shares Numerator: Interest income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Net income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Denominator: Weighted average redeemable ordinary shares outstanding, basic and diluted 23,470,955 24,391,533 Basic and diluted net income per redeemable ordinary share $ 0.00 $ 0.03 Non-redeemable ordinary shares Numerator: Net income (loss) $ (30,918,750) $ 8,943,386 Less: Net income attributable to redeemable ordinary shares (3,038) (780,199) Net income (loss) attributable to non-redeemable ordinary shares $ (30,921,788) $ 8,163,187 Denominator: Weighted average non-redeemable ordinary shares outstanding, basic and diluted 12,466,545 11,545,967 Basic and diluted net income (loss) per non-redeemable ordinary share $ (2.48) $ 0.71 | Net Income (Loss) Per Ordinary Share Net loss per ordinary share is computed by dividing net income (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. Class A ordinary shares subject to possible redemption at December 31, 2020 and 2019, 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 | Reconciliation of Net Income (Loss) Per Ordinary Share The Company’s net income (loss) 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: For the Period from June 13, 2019 (Inception) Year Ended through December 31, December 31, 2020 2019 (As Restated) (As Restated) Redeemable ordinary shares Numerator: Interest income attributable to redeemable ordinary shares $ 1,635,750 $ 246,606 Net income attributable to redeemable ordinary shares $ 1,635,750 $ 246,606 Denominator: Weighted average redeemable ordinary shares outstanding, basic and diluted 24,958,411 3,820,067 Basic and diluted net income per redeemable ordinary share $ 0.07 $ 0.06 Non-redeemable ordinary shares Numerator: Net loss $ (7,580,615) $ (4,779,782) Less: Net income attributable to redeemable ordinary shares (1,635,750) (246,606) Net loss attributable to non-redeemable ordinary shares $ (9,216,365) $ (5,026,389) Denominator: Weighted average non-redeemable ordinary shares outstanding, basic and diluted 10,979,089 7,016,376 Basic and diluted net loss per non-redeemable ordinary share $ (0.84) $ (0.72) | |
Concentration of Credit Risk | 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. | 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows the guidance in ASC 820, “Fair Value Measurement”, 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: See Note 8 for additional information on assets and liabilities measured at fair value. | Fair Value of Financial Instruments The Company follows the guidance in ASC Topic 820, “Fair Value Measurement”, 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: See Note 8 for additional information on assets and liabilities measured at fair value. |
Public Warrants and Private Placement Warrants | Public Warrants and Private Placement Warrants The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 1, Note 3, Note 4, Note 7 and Note 8) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, “Derivatives and Hedging”, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (concurrent with or shortly after the date of the IPO) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the statements of operations in the period of change. | Public Warrants and Private Placement Warrants The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 1A, Note 1B, Note 3, Note 4, Note 8 and Note 10) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception (concurrent with or shortly after the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the statements of operations in the period of change. |
Recently Issued Accounting Standards | 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. | 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 financial statements. |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) - CIK000178115 Alussa Energy Acquisition Corp | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of restatement of previously issued balance sheet | December 31, 2020 As Originally Reported Adjustments As Restated Balance Sheet Liabilities and Shareholders’ Equity Warrant liabilities $ — $ 35,356,250 $ 35,356,250 Total Liabilities 13,467,963 35,356,250 48,824,213 Class A ordinary shares subject to possible redemption, 23,470,955 shares at redemption value at December 31, 2020 271,971,597 (35,356,253) 236,615,344 Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,279,045 shares issued and outstanding (excluding 23,470,955 shares subject to possible redemption) at December 31, 2020 177 351 528 Additional paid-in capital 7,976,267 10,131,290 18,107,557 Accumulated Deficit (2,977,157) (10,131,638) (13,108,795) Total Shareholders’ Equity 5,000,006 3 5,000,009 Total Liabilities and Shareholders’ Equity $ 290,439,566 $ — $ 290,439,566 December 31, 2019 As Originally Reported Adjustments As Restated Balance Sheet Liabilities and Shareholders’ Equity Warrant liabilities $ — $ 30,962,500 $ 30,962,500 Total Liabilities 10,067,724 30,962,500 41,030,224 Class A ordinary shares subject to possible redemption, 24,391,533 shares at redemption value at December 31, 2019 275,158,458 (30,962,493) 244,195,965 Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 4,358,467 shares issued and outstanding (excluding 24,391,533 shares subject to possible redemption) at December 31, 2019 127 309 436 Additional paid-in capital 4,789,456 4,989,174 9,778,630 (Accumulated deficit) Retained earnings 209,708 (4,989,490) (4,779,782) Total Shareholders’ Equity 5,000,010 (7) 5,000,003 Total Liabilities and Shareholders’ Equity $ 290,226,192 $ — $ 290,226,192 November 29, 2019 As Originally Reported Adjustments As Revised Balance Sheet Liabilities and Shareholders’ Equity Warrant liabilities $ — $ 26,515,000 $ 26,515,000 Total Liabilities 9,236,505 26,515,000 35,751,505 Class A ordinary shares subject to possible redemption, 21,223,969 shares at redemption value at November 29, 2019 238,754,690 (26,515,000) 212,239,690 Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,776,031 shares issued and outstanding (excluding 21,223,969 shares subject to possible redemption) at December 31, 2019 112 265 377 Additional paid-in capital 5,005,739 3,600,876 8,606,615 Accumulated deficit (6,565) (3,601,141) (3,607,706) Total Shareholders’ Equity 5,000,005 — 5,000,005 Total Liabilities and Shareholders’ Equity $ 252,991,200 $ — $ 252,991,200 |
Schedule of restatement of previously issued statement of operations | Year Ended December 31, 2020 As Originally Reported Adjustments As Restated Statement of Operations Other income (expense): Change in fair value of warrant liabilities $ — $ (4,393,750) $ (4,393,750) Other income (expense) 2,003,660 (4,393,750) (2,390,090) Net loss $ (3,186,865) $ (4,393,750) $ (7,580,615) Weighted average redeemable ordinary shares outstanding, basic and diluted — 24,958,411 24,958,411 Basic and diluted net income per redeemable ordinary share $ — $ 0.07 $ 0.07 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 8,515,209 2,463,880 10,979,089 Basic and diluted net loss per non-redeemable ordinary share $ (0.60) $ (0.24) $ (0.84) For the Period from June 13, 2019 (Inception) through December 31, 2019 As Originally Reported Adjustments As Restated Statement of Operations Operating costs $ 121,073 $ 1,051,990 $ 1,173,063 Loss from operations (121,073) (1,051,990) (1,173,063) Other income (expense): Change in fair value of warrant liabilities $ — $ (3,937,500) $ (3,937,500) Other income (expense) 330,781 (3,937,500) (3,606,719) Net (loss) income $ 209,708 $ (4,989,490) $ (4,779,782) Weighted average redeemable ordinary shares outstanding, basic and diluted — 3,820,067 3,820,067 Basic and diluted net income per redeemable ordinary share $ — $ 0.06 $ 0.06 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 6,567,276 449,100 7,016,376 Basic and diluted net loss per non-redeemable ordinary share $ (0.02) $ (0.70) $ (0.72) |
Schedule of restatement of previously issued statement of operations | December 31, 2020 As Originally Reported Adjustments As Restated Statement of Changes in Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 5,279,045 shares issued $ 177 $ 351 $ 528 Additional paid-in capital 7,976,267 10,131,290 18,107,557 Accumulated deficit (2,977,157) (10,131,638) (13,108,795) Total Shareholders’ Equity $ 5,000,006 $ 3 $ 5,000,009 December 31, 2019 As Originally Reported Adjustments As Restated Statement of Changes in Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 4,358,467 shares issued $ 127 $ 309 $ 436 Additional paid-in capital 4,789,456 4,989,174 9,778,630 (Accumulated deficit) Retained earnings 209,708 (4,989,490) (4,779,782) Total Shareholders’ Equity $ 5,000,010 $ (7) $ 5,000,003 |
Schedule of restatement of previously issued statement of cash flows | Year Ended December 31, 2020 As Originally Reported Adjustments As Restated Statement of Cash Flows Cash Flows from Operating Activities: Net loss $ (3,186,865) $ (4,393,750) $ (7,580,615) Adjustments to reconcile net loss to net cash used in operating activities: Change in fair value of warrant liabilities — 4,393,750 4,393,750 Net cash used in operating activities (1,911,404) — (1,911,404) Non-Cash Investing and Financing Activities: Change in fair value of Class A ordinary shares subject to possible redemption $ (3,186,861) $ (4,393,760) $ (7,580,621) For the Period from June 13, 2019 (Inception) through December 31, 2019 As Originally Reported Adjustments As Restated Statement of Cash Flows Cash Flows from Operating Activities: Net (loss) income $ 209,708 $ (4,989,490) $ (4,779,782) Adjustments to reconcile net (loss) income to net cash used in operating activities: Underwriting fees and offering costs allocated to warrant liabilities — 1,051,990 1,051,990 Change in fair value of warrant liabilities — 3,937,500 3,937,500 Net cash used in operating activities (228,898) — (228,898) Non-Cash Investing and Financing Activities: Initial classification of Class A ordinary shares subject to possible redemption $ 274,942,190 $ (27,025,000) $ 247,917,190 Change in fair value of Class A ordinary shares subject to possible redemption $ 216,268 $ (3,937,493) $ (3,721,225) |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CIK000178115 Alussa Energy Acquisition Corp | ||
Schedule of Basic and Diluted Net Loss Per Share | Three Months Ended March 31, 2021 2020 Redeemable ordinary shares Numerator: Interest income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Net income attributable to redeemable ordinary shares $ 3,038 $ 780,199 Denominator: Weighted average redeemable ordinary shares outstanding, basic and diluted 23,470,955 24,391,533 Basic and diluted net income per redeemable ordinary share $ 0.00 $ 0.03 Non-redeemable ordinary shares Numerator: Net income (loss) $ (30,918,750) $ 8,943,386 Less: Net income attributable to redeemable ordinary shares (3,038) (780,199) Net income (loss) attributable to non-redeemable ordinary shares $ (30,921,788) $ 8,163,187 Denominator: Weighted average non-redeemable ordinary shares outstanding, basic and diluted 12,466,545 11,545,967 Basic and diluted net income (loss) per non-redeemable ordinary share $ (2.48) $ 0.71 | For the Period from June 13, 2019 (Inception) Year Ended through December 31, December 31, 2020 2019 (As Restated) (As Restated) Redeemable ordinary shares Numerator: Interest income attributable to redeemable ordinary shares $ 1,635,750 $ 246,606 Net income attributable to redeemable ordinary shares $ 1,635,750 $ 246,606 Denominator: Weighted average redeemable ordinary shares outstanding, basic and diluted 24,958,411 3,820,067 Basic and diluted net income per redeemable ordinary share $ 0.07 $ 0.06 Non-redeemable ordinary shares Numerator: Net loss $ (7,580,615) $ (4,779,782) Less: Net income attributable to redeemable ordinary shares (1,635,750) (246,606) Net loss attributable to non-redeemable ordinary shares $ (9,216,365) $ (5,026,389) Denominator: Weighted average non-redeemable ordinary shares outstanding, basic and diluted 10,979,089 7,016,376 Basic and diluted net loss per non-redeemable ordinary share $ (0.84) $ (0.72) |
FAIR VALUE MEASUREMENTS (Tabl_2
FAIR VALUE MEASUREMENTS (Tables) - CIK000178115 Alussa Energy Acquisition Corp | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule of fair value on a recurring basis | March 31, 2021 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 289,838,722 $ — $ — $ 289,838,722 Total fair value $ 289,838,722 $ — $ — $ 289,838,722 Liabilities: Public Warrants $ 32,775,000 $ — $ — $ 32,775,000 Private Placement Warrants — — 28,175,000 28,175,000 Total fair value $ 32,775,000 $ — $ 28,175,000 $ 60,950,000 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 289,834,441 $ — $ — $ 289,834,441 Total fair value $ 289,834,441 $ — $ — $ 289,834,441 Liabilities: Public Warrants $ 17,681,250 $ — $ — $ 17,681,250 Private Placement Warrants — — 17,675,000 17,675,000 Total fair value $ 17,681,250 $ — $ 17,675,000 $ 35,356,250 | December 31, 2020 (As Restated) Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 289,834,441 $ — $ — $ 289,834,441 Total fair value $ 289,834,441 $ — $ — $ 289,834,441 Liabilities: Public Warrants $ 17,681,250 $ — $ — $ 17,681,250 Private Placement Warrants — — 17,675,000 17,675,000 Total fair value $ 17,681,250 $ — $ 17,675,000 $ 35,356,250 December 31, 2019 (As Restated) Level 1 Level 2 Level 3 Total Assets: Marketable securities held in Trust Account $ 287,830,781 $ — $ — $ 287,830,781 Total fair value $ 287,830,781 $ — $ — $ 287,830,781 Liabilities: Public Warrants $ — $ — $ 18,975,000 $ 18,975,000 Private Placement Warrants — — 11,987,500 11,987,500 Total fair value $ — $ — $ 30,962,500 $ 30,962,500 |
Schedule of public warrants and private plancement warrants | November 29, December 5, 2019 2019 (Initial (Initial December 31, December 31, Measurement) Measurement) 2019 2020 Risk-free interest rate 1.64 % 1.64 % 1.72 % 0.43 % Term (years) 5.5 5.5 5.5 5.5 Volatility 20.0 % 20.0 % 20.0 % 26.17 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % Exercise price $ 11.50 $ 11.50 $ 11.50 $ 11.50 Share price $ 9.37 (1) $ 9.38 (1) $ 9.42 (1) $ 10.06 | |
Schedule of changes in the fair value of warrant liabilities | Private Public Placement Warrant Warrants Warrants Liabilities Fair value as of June 13, 2019 $ — $ — $ — Fair value for warrants issued on November 29, 2019 15,875,000 10,640,000 26,515,000 Fair value for warrants issued on December 5, 2019 2,400,000 997,500 3,397,500 Change in fair value of warrant liabilities 700,000 350,000 1,050,000 Fair value as of December 31, 2019 18,975,000 11,987,500 30,962,500 Change in fair value of warrant liabilities (1) (1,293,750) 5,687,500 4,393,750 Fair value as of December 31, 2020 $ 17,681,250 $ 17,675,000 $ 35,356,250 |
RESTATEMENT OF QUARTERLY COND_2
RESTATEMENT OF QUARTERLY CONDENSED FINANCIAL STATEMENTS (UNAUDITED) (Tables) - Parent [Member] - CIK000178115 Alussa Energy Acquisition Corp | 12 Months Ended |
Dec. 31, 2020 | |
Restatement of Quarterly Condensed Financial Statements (Unaudited) (Tables) [Line Items] | |
Schedule of restatement of quarterly condensed balance sheet | As Restated September 30, June 30, March 31, 2020 2020 2020 BALANCE SHEETS ASSETS Current Assets Cash $ 1,109,632 $ 1,399,600 $ 1,880,199 Prepaid expenses and other current assets 41,817 84,716 81,894 Total Current Assets 1,151,449 1,484,316 1,962,093 Marketable securities held in Trust Account 289,791,930 289,642,871 289,605,262 Total Assets $ 290,943,379 $ 291,127,187 $ 291,567,355 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities – Accounts payable and accrued expenses $ 39,327 $ 47,847 $ 71,751 Deferred underwriting fee payable 10,062,500 10,062,500 10,062,500 Warrant liabilities 23,606,250 21,293,750 23,293,749 Total Liabilities 33,708,077 31,404,097 33,428,000 Commitments — — — Class A ordinary shares subject to possible redemption, 25,024,040, 25,283,856 and 25,129,917 shares at redemption value at September 30, 2020, June 30, 2020 and March 31, 2020, respectively 252,235,299 254,723,083 253,139,346 Shareholders’ Equity Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding — — — Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized issued outstanding 372 346 363 Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding at September 30, 2020, June 30, 2020, and March 31, 2020 719 719 719 Additional paid-in capital 2,487,758 — 835,323 Retained earnings 2,511,154 4,998,942 4,163,604 Total Shareholders’ Equity 5,000,003 5,000,007 5,000,009 Total Liabilities and Shareholders’ Equity $ 290,943,379 $ 291,127,187 $ 291,567,355 |
Schedule of restatement of quarterly condensed statement of operations | As Restated September 30, June 30, March 31, 2020 2020 2020 Three Nine Three Six Three Months Months Months Months Months Ended Ended Ended Ended Ended STATEMENTS OF OPERATIONS Operating costs $ 324,347 $ 1,278,065 $ 453,873 $ 953,718 $ 499,845 Loss from operations (324,347) (1,278,065) (453,873) (953,718) (499,845) Other income (expense): Interest income 93,440 1,944,601 958,571 1,851,161 892,590 Unrealized gain on marketable securities held in Trust Account 55,619 16,548 (920,962) (39,071) 881,891 Change in fair value of warrant liabilities (2,312,500) 7,356,250 2,000,000 9,668,750 7,668,750 Other income (expense) (2,163,441) 9,317,399 2,037,609 11,480,840 9,443,231 Net income (loss) $ (2,487,788) $ 8,039,334 $ 1,583,736 $ 10,527,122 $ 8,943,386 Weighted average redeemable ordinary shares outstanding, basic and diluted 25,283,856 24,936,375 25,129,917 24,760,725 24,391,533 Basic and diluted net income per redeemable ordinary share $ 0.00 $ 0.07 $ 0.03 $ 0.07 $ 0.03 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 10,653,644 11,001,125 10,807,583 11,176,775 11,545,967 Basic and diluted net income (loss) per non-redeemable ordinary share $ (0.24) $ 0.58 $ 0.07 $ 0.80 $ 0.71 |
Schedule of restatement of quarterly condensedstatement of changes in shareholders' equity | For the Three Months Ended March 31, 2020 (As Restated) (Accumulated Class A Ordinary Class B Ordinary Additional Deficit) Total Shares Shares Paid-In Retained Shareholders’ Shares Amount Shares Amount Capital Earnings Equity STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Balance – January 1, 2020 4,358,467 $ 436 7,187,500 $ 719 $ 9,778,630 $ (4,779,782) $ 5,000,003 Class A ordinary shares subject to possible redemption (738,384) (73) — — (8,943,307) — (8,943,380) Net income — — — — — 8,943,386 8,943,386 Balance – March 31, 2020 3,620,083 $ 363 7,187,500 $ 719 $ 835,323 $ 4,163,604 $ 5,000,009 For the Three Months Ended June 30, 2020 (As Restated) Class A Ordinary Class B Ordinary Additional Total Shares Shares Paid-In Retained Shareholders’ Shares Amount Shares Amount Capital Earnings Equity STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Balance – March 31, 2020 3,620,083 $ 363 7,187,500 $ 719 $ 835,323 $ 4,163,604 $ 5,000,009 Class A ordinary shares subject to possible redemption (153,939) (17) — — (835,323) (748,398) (1,583,738) Net income — — — — — 1,583,736 1,583,736 Balance – June 30, 2020 3,466,144 $ 346 7,187,500 $ 719 $ — $ 4,998,942 $ 5,000,007 For the Six Months Ended June 30, 2020 (As Restated) (Accumulated Class A Ordinary Class B Ordinary Additional Deficit) Total Shares Shares Paid-In Retained Shareholders’ Shares Amount Shares Amount Capital Earnings Equity STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Balance – January 1, 2020 4,358,467 $ 436 7,187,500 $ 719 $ 9,778,630 $ (4,779,782) $ 5,000,003 Class A ordinary shares subject to possible redemption (892,323) (90) — — (9,778,630) (748,398) (10,527,118) Net income — — — — — 10,527,122 10,527,122 Balance – June 30, 2020 3,466,144 $ 346 7,187,500 $ 719 $ — $ 4,998,942 $ 5,000,007 For the Three Months Ended September 30, 2020 (As Restated) Class A Ordinary Class B Ordinary Additional Total Shares Shares Paid-In Retained Shareholders’ Shares Amount Shares Amount Capital Earnings Equity STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Balance – June 30, 2020 3,466,144 $ 346 7,187,500 $ 719 $ — $ 4,998,942 $ 5,000,007 Class A ordinary shares subject to possible redemption 259,816 26 — — 2,487,758 — 2,487,784 Net loss — — — — — (2,487,788) (2,487,788) Balance – September 30, 2020 3,725,960 $ 372 7,187,500 $ 719 $ 2,487,758 $ 2,511,154 $ 5,000,003 For the Nine Months Ended September 30, 2020 (As Restated) Class A Ordinary Class B Ordinary Additional Total Shares Shares Paid-In Retained Shareholders’ Shares Amount Shares Amount Capital Earnings Equity STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Balance – January 1, 2020 4,358,467 $ 436 7,187,500 $ 719 $ 9,778,630 $ (4,779,782) $ 5,000,003 Class A ordinary shares subject to possible redemption (632,507) (64) — — (7,290,872) (748,398) (8,039,334) Net income — — — — — 8,039,334 8,039,334 Balance – September 30, 2020 3,725,960 $ 372 7,187,500 $ 719 $ 2,487,758 $ 2,511,154 $ 5,000,003 |
Schedule of restatement of quarterly condensed statements of cash flows | As Restated Nine Months Six Months Three Months Ended Ended Ended September 30, June 30, March 31, 2020 2020 2020 STATEMENTS OF CASH FLOWS Cash Flows from Operating Activities Net income $ 8,039,334 $ 10,527,122 $ 8,943,386 Adjustments to reconcile net income to net cash used in operating activities: Interest earned on marketable securities held in Trust Account (1,944,601) (1,851,161) (892,590) Unrealized gain on marketable securities held in Trust Account (16,548) 39,071 (881,891) Change in fair value of warrant liabilities (7,356,250) (9,668,750) (7,668,750) Changes in operating assets and liabilities: Prepaid expenses and other current assets 71,232 28,333 31,155 Accrued expenses 34,103 42,623 66,527 Net cash used in operating activities (1,172,730) (882,762) (402,163) Net Change in Cash (1,172,730) (882,762) (402,163) Cash – Beginning 2,282,362 2,282,362 2,282,362 Cash – Ending $ 1,109,632 $ 1,399,600 $ 1,880,199 Non-Cash Investing and Financing Activities: Change in fair value of Class A ordinary shares subject to possible redemption $ 8,039,334 $ 10,527,118 $ 8,943,381 |
Schedule of balance sheet | September 30, 2020 As Originally As Reported Adjustments Restated Balance Sheet Liabilities and Shareholders’ Equity Warrant liabilities $ — $ 23,606,250 $ 23,606,250 Total Liabilities 10,101,827 23,606,250 33,708,077 Class A ordinary shares subject to possible redemption, 25,024,040 shares at redemption value at September 30, 2020 275,841,548 (23,606,249) 252,235,299 Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,725,960 shares issued and outstanding (excluding 25,024,040 shares subject to possible redemption) at September 30, 2020 138 234 372 Additional paid-in capital 4,106,355 (1,618,597) 2,487,758 Retained earnings 892,792 1,618,362 2,511,154 Total Shareholders’ Equity 5,000,004 (1) 5,000,003 Total Liabilities and Shareholders’ Equity $ 290,943,379 $ — $ 290,943,379 June 30, 2020 As Originally As Reported Adjustments Restated Balance Sheet Liabilities and Shareholders’ Equity Warrant liabilities $ — $ 21,293,750 $ 21,293,750 Total Liabilities 10,110,347 21,293,750 31,404,097 Class A ordinary shares subject to possible redemption, 25,283,856 shares at redemption value at June 30, 2020 276,016,831 (21,293,748) 254,723,083 Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,466,144 shares issued and outstanding 135 211 346 Additional paid-in capital 3,931,075 (3,931,075) — Retained earnings 1,068,080 3,930,862 4,998,942 Total Shareholders’ Equity 5,000,009 (2) 5,000,007 Total Liabilities and Shareholders’ Equity $ 291,127,187 $ — $ 291,127,187 March 31, 2020 As Originally As Reported Adjustments Restated Balance Sheet Liabilities and Shareholders’ Equity Warrant liabilities $ — $ 23,293,749 $ 23,293,749 Total Liabilities 10,134,251 23,293,749 33,428,000 Class A ordinary shares subject to possible redemption 25,129,917 shares at redemption value at March 31, 2020 276,433,098 (23,293,752) 253,139,346 Shareholders’ Equity Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3,620,083 shares issued and outstanding 131 232 363 Additional paid-in capital 3,514,812 (2,679,489) 835,323 Retained earnings 1,484,344 2,679,260 4,163,604 Total Shareholders’ Equity 5,000,006 3 5,000,009 Total Liabilities and Shareholders’ Equity $ 291,567,355 $ — $ 291,567,355 |
Schedule of statements of operations | For the Three Months Ended September 30, 2020 As Originally As Reported Adjustments Restated Statement of Operations Other income (expense): Change in fair value of warrant liabilities $ — $ (2,312,500) $ (2,312,500) Other income (expense) 149,059 (2,312,500) (2,163,441) Net loss $ (175,288) $ (2,312,500) $ (2,487,788) Weighted average redeemable ordinary shares outstanding, basic and diluted — 25,283,856 25,283,856 Basic and diluted net income per redeemable ordinary share $ — $ 0.00 $ 0.00 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 8,540,023 2,113,621 10,653,644 Basic and diluted net loss per non-redeemable ordinary share $ (0.04) $ (0.20) $ (0.24) For the Nine Months Ended September 30, 2020 As Originally As Reported Adjustments Restated Statement of Operations Other income (expense): Change in fair value of warrant liabilities $ — $ 7,356,250 $ 7,356,250 Other income (expense) 1,961,149 7,356,250 9,317,399 Net income $ 683,084 $ 7,356,250 $ 8,039,334 Weighted average redeemable ordinary shares outstanding, basic and diluted — 24,936,375 24,936,375 Basic and diluted net income per redeemable ordinary share $ — $ 0.07 $ 0.07 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 8,496,307 2,504,818 11,001,125 Basic and diluted net income (loss) per non-redeemable ordinary share $ (0.14) $ 0.72 $ 0.58 For the Three Months Ended June 30, 2020 As Originally As Reported Adjustments Restated Statement of Operations Other income (expense): Change in fair value of warrant liabilities $ — $ 2,000,000 $ 2,000,000 Other income (expense) 37,609 2,000,000 2,037,609 Net (loss) income $ (416,264) $ 2,000,000 $ 1,583,736 Weighted average redeemable ordinary shares outstanding, basic and diluted — 25,129,917 25,129,917 Basic and diluted net income per redeemable ordinary share $ — $ 0.03 $ 0.03 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 8,495,141 2,312,442 10,807,583 Basic and diluted net income (loss) per non-redeemable ordinary share $ (0.05) $ 0.12 $ 0.07 For the Six Months Ended June 30, 2020 As Originally As Reported Adjustments Restated Statement of Operations Other income (expense): Change in fair value of warrant liabilities $ — $ 9,668,750 $ 9,668,750 Other income (expense) 1,812,090 9,668,750 11,480,840 Net income $ 858,372 $ 9,668,750 $ 10,527,122 Weighted average redeemable ordinary shares outstanding, basic and diluted — 24,760,725 24,760,725 Basic and diluted net income per redeemable ordinary share $ — $ 0.07 $ 0.07 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 8,474,209 2,702,566 11,176,775 Basic and diluted net income (loss) per non-redeemable ordinary share $ (0.10) $ 0.90 $ 0.80 For the Three Months Ended March 31, 2020 As Originally As Reported Adjustments Restated Statement of Operations Other income (expense): Change in fair value of warrant liabilities $ — $ 7,668,750 $ 7,668,750 Other income (expense) 1,774,481 7,668,750 9,443,231 Net income $ 1,274,636 $ 7,668,750 $ 8,943,386 Weighted average redeemable ordinary shares outstanding, basic and diluted — 24,391,533 24,391,533 Basic and diluted net income per redeemable ordinary share $ — $ 0.03 $ 0.03 Weighted average non-redeemable ordinary shares outstanding, basic and diluted 8,453,276 3,092,691 11,545,967 Basic and diluted net income (loss) per non-redeemable ordinary share $ (0.05) $ 0.76 $ 0.71 |
Schedule of statements of cash flows | For the Nine Months Ended September 30, 2020 As Originally As Reported Adjustments Restated Statement of Cash Flows Cash Flows from Operating Activities: Net income $ 683,084 $ 7,356,250 $ 8,039,334 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of warrant liabilities — (7,356,250) (7,356,250) Net cash used in operating activities (1,172,730) — (1,172,730) Non-Cash Investing and Financing Activities: Change in fair value of Class A ordinary shares subject to possible redemption $ 683,090 $ 7,356,244 $ 8,039,334 For the Six Months Ended June 30, 2020 As Originally As Reported Adjustments Restated Statement of Cash Flows Cash Flows from Operating Activities: Net income $ 858,372 $ 9,668,750 $ 10,527,122 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of warrant liabilities — (9,668,750) (9,668,750) Net cash used in operating activities (882,762) — (882,762) Non-Cash Investing and Financing Activities: Change in fair value of Class A ordinary shares subject to possible redemption $ 858,373 $ 9,668,745 $ 10,527,118 For the Three Months Ended March 31, 2020 As Originally As Reported Adjustments Restated Statement of Cash Flows Cash Flows from Operating Activities: Net income $ 1,274,636 $ 7,668,750 $ 8,943,386 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of warrant liabilities — (7,668,750) (7,668,750) Net cash used in operating activities (402,163) — (402,163) Non-Cash Investing and Financing Activities: Change in fair value of Class A ordinary shares subject to possible redemption $ 1,274,640 $ 7,668,741 $ 8,943,381 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - CIK000178115 Alussa Energy Acquisition Corp | 12 Months Ended |
Dec. 31, 2020shares | |
Initial Public Offering [Member] | |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |
Redeemable warrants | 14,375,000 |
Private Placement [Member] | |
Restatement of Previously Issued Financial Statements (Details) [Line Items] | |
Warrants issued | 8,750,000 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Schedule of restatement of previously issued balance sheet (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 29, 2019 | Jun. 12, 2019 |
Liabilities and Shareholders' Equity | ||||||
Warrant liabilities | $ 60,950,000 | $ 35,356,250 | $ 30,962,500 | |||
Total Liabilities | 79,696,036 | 48,824,213 | 41,030,224 | |||
Aggregate subscription amount | 205,696,595 | 236,615,344 | 244,195,965 | |||
Shareholders' Equity | ||||||
Additional paid-in capital | 49,025,999 | 18,107,557 | 9,778,630 | |||
(Accumulated deficit) Retained earnings | (44,027,545) | (13,108,795) | (4,779,782) | |||
Total Shareholders' Equity | 5,000,008 | 5,000,009 | $ 5,000,009 | 5,000,003 | $ 0 | |
Total Liabilities and Shareholders' Equity | $ 290,392,639 | 290,439,566 | 290,226,192 | |||
As Originally Reported [Member] | ||||||
Liabilities and Shareholders' Equity | ||||||
Total Liabilities | 13,467,963 | 10,067,724 | $ 9,236,505 | |||
Aggregate subscription amount | 271,971,597 | 275,158,458 | 238,754,690 | |||
Shareholders' Equity | ||||||
Ordinary share capital | 177 | 127 | 112 | |||
Additional paid-in capital | 7,976,267 | 4,789,456 | 5,005,739 | |||
(Accumulated deficit) Retained earnings | (2,977,157) | 209,708 | (6,565) | |||
Total Shareholders' Equity | 5,000,006 | 5,000,010 | 5,000,005 | |||
Total Liabilities and Shareholders' Equity | 290,439,566 | 290,226,192 | 252,991,200 | |||
Adjustments [Member] | ||||||
Liabilities and Shareholders' Equity | ||||||
Warrant liabilities | 35,356,250 | 30,962,500 | 26,515,000 | |||
Total Liabilities | 35,356,250 | 30,962,500 | 26,515,000 | |||
Aggregate subscription amount | (35,356,253) | (30,962,493) | (26,515,000) | |||
Shareholders' Equity | ||||||
Ordinary share capital | 351 | 309 | 265 | |||
Additional paid-in capital | 10,131,290 | 4,989,174 | 3,600,876 | |||
(Accumulated deficit) Retained earnings | (10,131,638) | (4,989,490) | (3,601,141) | |||
Total Shareholders' Equity | 3 | (7) | ||||
As Restated [Member] | ||||||
Liabilities and Shareholders' Equity | ||||||
Warrant liabilities | 35,356,250 | 30,962,500 | 26,515,000 | |||
Total Liabilities | 48,824,213 | 41,030,224 | 35,751,505 | |||
Aggregate subscription amount | 236,615,344 | 244,195,965 | 212,239,690 | |||
Shareholders' Equity | ||||||
Ordinary share capital | 528 | 436 | 377 | |||
Additional paid-in capital | 18,107,557 | 9,778,630 | 8,606,615 | |||
(Accumulated deficit) Retained earnings | (13,108,795) | (4,779,782) | (3,607,706) | |||
Total Shareholders' Equity | 5,000,009 | 5,000,003 | 5,000,005 | |||
Total Liabilities and Shareholders' Equity | $ 290,439,566 | $ 290,226,192 | $ 252,991,200 |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Schedule of restatement of previously issued balance sheet (Parentheticals) (Details) - CIK000178115 Alussa Energy Acquisition Corp - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 29, 2019 |
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued balance sheet (Parentheticals) [Line Items] | ||||
Ordinary shares subject to possible redemption | 20,403,682 | 23,470,955 | 24,391,533 | |
Class A Ordinary Shares | ||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued balance sheet (Parentheticals) [Line Items] | ||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Ordinary shares, shares issued | 8,346,318 | 5,279,045 | 4,358,467 | |
Ordinary shares, shares outstanding | 8,346,318 | 5,279,045 | 4,358,467 | |
As Restated [Member] | Class A Ordinary Shares | ||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued balance sheet (Parentheticals) [Line Items] | ||||
Ordinary shares subject to possible redemption | 23,470,955 | 24,391,533 | 21,223,969 | |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |
Ordinary shares, shares outstanding | 5,279,045 | 4,358,467 | 3,776,031 |
RESTATEMENT OF PREVIOUSLY ISS_6
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Details) - Schedule of restatement of previously issued statement of operations - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Other income (expense): | ||||
Change in fair value of warrant liabilities | $ 25,593,750 | $ (7,668,750) | $ 3,937,500 | $ 4,393,750 |
Other income (expense) | (25,589,469) | 9,443,231 | (3,606,719) | (2,390,090) |
Net income (loss) | $ (30,918,750) | $ 8,943,386 | (4,779,782) | (7,580,615) |
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 23,470,955 | 24,391,533 | ||
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ 0.03 | |||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 12,466,545 | 11,545,967 | ||
Statement of Operations | ||||
Operating costs | $ 5,329,281 | $ 499,845 | 1,173,063 | 5,190,525 |
Loss from operations | $ (5,329,281) | $ (499,845) | (1,173,063) | (5,190,525) |
As Originally Reported [Member] | ||||
Other income (expense): | ||||
Other income (expense) | 330,781 | 2,003,660 | ||
Net income (loss) | $ 209,708 | $ (3,186,865) | ||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 6,567,276 | 8,515,209 | ||
Basic and diluted net loss per non-redeemable ordinary share (in Dollars per share) | $ (0.02) | $ (0.60) | ||
Statement of Operations | ||||
Operating costs | $ 121,073 | |||
Loss from operations | (121,073) | |||
Adjustments [Member] | ||||
Other income (expense): | ||||
Change in fair value of warrant liabilities | (3,937,500) | $ (4,393,750) | ||
Other income (expense) | (3,937,500) | (4,393,750) | ||
Net income (loss) | $ (4,989,490) | $ (4,393,750) | ||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 3,820,067 | 24,958,411 | ||
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ 0.06 | $ 0.07 | ||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 449,100 | 2,463,880 | ||
Basic and diluted net loss per non-redeemable ordinary share (in Dollars per share) | $ (0.70) | $ (0.24) | ||
Statement of Operations | ||||
Operating costs | $ 1,051,990 | |||
Loss from operations | (1,051,990) | |||
As Restated [Member] | ||||
Other income (expense): | ||||
Change in fair value of warrant liabilities | (3,937,500) | $ (4,393,750) | ||
Other income (expense) | (3,606,719) | (2,390,090) | ||
Net income (loss) | $ (4,779,782) | $ (7,580,615) | ||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 3,820,067 | 24,958,411 | ||
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ 0.06 | $ 0.07 | ||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 7,016,376 | 10,979,089 | ||
Basic and diluted net loss per non-redeemable ordinary share (in Dollars per share) | $ (0.72) | $ (0.84) | ||
Statement of Operations | ||||
Operating costs | $ 1,173,063 | |||
Loss from operations | $ (1,173,063) |
RESTATEMENT OF PREVIOUSLY ISS_7
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Schedule of restatement of previously issued statement of changes in stockholders equity (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 29, 2019 | Jun. 12, 2019 |
CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Additional paid-in capital | $ 49,025,999 | $ 18,107,557 | $ 9,778,630 | |||||
Accumulated deficit | (44,027,545) | (13,108,795) | (4,779,782) | |||||
Total Shareholders' Equity | 5,000,008 | 5,000,009 | $ 5,000,009 | 5,000,003 | $ 0 | |||
As Originally Reported [Member] | CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Ordinary shares | 177 | 127 | $ 112 | |||||
Additional paid-in capital | 7,976,267 | 4,789,456 | 5,005,739 | |||||
Accumulated deficit | (2,977,157) | 209,708 | (6,565) | |||||
Total Shareholders' Equity | 5,000,006 | 5,000,010 | 5,000,005 | |||||
Adjustments [Member] | CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Ordinary shares | 351 | 309 | 265 | |||||
Additional paid-in capital | 10,131,290 | 4,989,174 | 3,600,876 | |||||
Accumulated deficit | (10,131,638) | (4,989,490) | $ (3,601,141) | |||||
Total Shareholders' Equity | 3 | (7) | ||||||
As Restated [Member] | CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Additional paid-in capital | 18,107,557 | 9,778,630 | ||||||
Accumulated deficit | (13,108,795) | (4,779,782) | ||||||
Total Shareholders' Equity | 5,000,009 | 5,000,003 | ||||||
Parent [Member] | CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Ordinary shares | $ 372 | $ 346 | 363 | |||||
Additional paid-in capital | 2,487,758 | 835,323 | ||||||
Accumulated deficit | 2,511,154 | 4,998,942 | 4,163,604 | |||||
Total Shareholders' Equity | 5,000,003 | 5,000,007 | 5,000,009 | |||||
Parent [Member] | As Originally Reported [Member] | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Ordinary shares | 138 | |||||||
Additional paid-in capital | 4,106,355 | |||||||
Accumulated deficit | 892,792 | |||||||
Total Shareholders' Equity | 5,000,004 | |||||||
Parent [Member] | As Originally Reported [Member] | CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Ordinary shares | 135 | 131 | ||||||
Additional paid-in capital | 3,931,075 | 3,514,812 | ||||||
Accumulated deficit | 1,068,080 | 1,484,344 | ||||||
Total Shareholders' Equity | 5,000,009 | 5,000,006 | ||||||
Parent [Member] | Adjustments [Member] | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Ordinary shares | 234 | |||||||
Additional paid-in capital | (1,618,597) | |||||||
Accumulated deficit | 1,618,362 | |||||||
Total Shareholders' Equity | (1) | |||||||
Parent [Member] | Adjustments [Member] | CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Ordinary shares | 211 | 232 | ||||||
Additional paid-in capital | (3,931,075) | (2,679,489) | ||||||
Accumulated deficit | 3,930,862 | 2,679,260 | ||||||
Total Shareholders' Equity | (2) | 3 | ||||||
Parent [Member] | As Restated [Member] | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Ordinary shares | 372 | |||||||
Additional paid-in capital | 2,487,758 | |||||||
Accumulated deficit | 2,511,154 | |||||||
Total Shareholders' Equity | $ 5,000,003 | |||||||
Parent [Member] | As Restated [Member] | CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Ordinary shares | 346 | 363 | ||||||
Additional paid-in capital | 835,323 | |||||||
Accumulated deficit | 4,998,942 | 4,163,604 | ||||||
Total Shareholders' Equity | $ 5,000,007 | 5,000,009 | ||||||
Class A Ordinary Shares | CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Ordinary shares | 835 | 528 | 436 | |||||
Total Shareholders' Equity | $ 835 | 528 | $ 363 | 436 | $ 0 | |||
Class A Ordinary Shares | As Originally Reported [Member] | CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Ordinary shares | 177 | 127 | ||||||
Class A Ordinary Shares | Adjustments [Member] | CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Ordinary shares | 351 | 309 | ||||||
Class A Ordinary Shares | As Restated [Member] | CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Statement of Changes in Shareholders' Equity | ||||||||
Ordinary shares | $ 528 | $ 436 |
RESTATEMENT OF PREVIOUSLY ISS_8
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Schedule of restatement of previously issued statement of changes in stockholders equity (Parentheticals) (Details) - CIK000178115 Alussa Energy Acquisition Corp - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations (Parentheticals) [Line Items] | ||||||
Ordinary shares subject to possible redemption | 20,403,682 | 23,470,955 | 24,391,533 | |||
Class A Ordinary Shares | ||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations (Parentheticals) [Line Items] | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Ordinary shares, shares issued | 8,346,318 | 5,279,045 | 4,358,467 | |||
Ordinary shares, shares outstanding | 8,346,318 | 5,279,045 | 4,358,467 | |||
Class A Ordinary Shares | Parent [Member] | ||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations (Parentheticals) [Line Items] | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Ordinary shares, shares issued | 3,725,960 | 3,466,144 | 3,620,083 | |||
Ordinary shares, shares outstanding | 3,725,960 | 3,466,144 | 3,620,083 | |||
Class A Ordinary Shares | Parent [Member] | As Restated [Member] | ||||||
Restatement of Previously Issued Financial Statements (Details) - Schedule of restatement of previously issued statement of operations (Parentheticals) [Line Items] | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | ||||
Ordinary shares, shares issued | 5,279,045 | 4,358,467 | ||||
Ordinary shares, shares outstanding | 5,279,045 | 4,358,467 | ||||
Ordinary shares subject to possible redemption | 23,470,955 | 24,391,533 |
RESTATEMENT OF PREVIOUSLY ISS_9
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS - Schedule of restatement of previously issued statement of cash flows (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||||
Net loss | $ (30,918,750) | $ 8,943,386 | $ (4,779,782) | $ (7,580,615) | |
Accounts payable and accrued expenses | 4,728,073 | 66,527 | 5,224 | 3,400,239 | |
Change in fair value of warrant liabilities | $ 10,781,250 | 25,593,750 | (7,668,750) | 3,937,500 | 4,393,750 |
Net cash used in operating activities | (586,958) | (402,163) | (228,898) | (1,911,404) | |
Non-Cash Investing and Financing Activities: | |||||
Initial classification of Class A ordinary shares subject to possible redemption | 247,917,190 | 0 | |||
Change in fair value of Class A ordinary shares subject to possible redemption | $ (30,918,749) | $ 8,943,381 | 3,721,225 | 7,580,621 | |
As Originally Reported [Member] | |||||
Cash Flows from Operating Activities: | |||||
Net loss | 209,708 | (3,186,865) | |||
Net cash used in operating activities | (228,898) | (1,911,404) | |||
Non-Cash Investing and Financing Activities: | |||||
Initial classification of Class A ordinary shares subject to possible redemption | 274,942,190 | ||||
Change in fair value of Class A ordinary shares subject to possible redemption | 216,268 | (3,186,861) | |||
Adjustments [Member] | |||||
Cash Flows from Operating Activities: | |||||
Net loss | (4,989,490) | (4,393,750) | |||
Accounts payable and accrued expenses | 1,051,990 | ||||
Change in fair value of warrant liabilities | 3,937,500 | 4,393,750 | |||
Non-Cash Investing and Financing Activities: | |||||
Initial classification of Class A ordinary shares subject to possible redemption | (27,025,000) | ||||
Change in fair value of Class A ordinary shares subject to possible redemption | (3,937,493) | (4,393,760) | |||
As Restated [Member] | |||||
Cash Flows from Operating Activities: | |||||
Net loss | (4,779,782) | (7,580,615) | |||
Accounts payable and accrued expenses | 1,051,990 | ||||
Change in fair value of warrant liabilities | 3,937,500 | 4,393,750 | |||
Net cash used in operating activities | (228,898) | (1,911,404) | |||
Non-Cash Investing and Financing Activities: | |||||
Initial classification of Class A ordinary shares subject to possible redemption | 247,917,190 | ||||
Change in fair value of Class A ordinary shares subject to possible redemption | $ (3,721,225) | $ (7,580,621) |
DESCRIPTION OF ORGANIZATION A_4
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | Dec. 05, 2019 | Nov. 29, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 04, 2019 |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Initial public offering, description | 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. | 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. | |||
Transaction costs | $ 16,326,240 | $ 16,326,240 | |||
Underwriting fees | 5,750,000 | ||||
Deferred underwriting fees | 10,062,500 | 10,062,500 | |||
Other cost | 513,740 | 513,740 | |||
Working capital | $ 334,000 | $ 370,958 | |||
Aggregate public shares | 15.00% | 15.00% | |||
Net tangible assets at least | $ 5,000,001 | $ 5,000,001 | |||
Trust account public per share (in Dollars per share) | $ 10 | $ 10 | |||
Aggregate fair market value | 80.00% | 80.00% | |||
Business combination, description | 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. | 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. | |||
Initial Public Offering [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Capital contributions from private placement, net of issuance costs (shares) | 25,000,000 | ||||
Generating gross proceeds | $ 250,000,000 | ||||
Shares issued price per share (in Dollars per share) | $ 0.0001 | ||||
Sale of units, net of underwriting discounts | 8,000,000 | 8,000,000 | |||
Ordinary shares, par value (in Dollars per share) | $ 1 | $ 1 | |||
Private Placement [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Generating gross proceeds | $ 8,000,000 | ||||
Shares issued price per share (in Dollars per share) | $ 10 | $ 1 | |||
Sale of units, net of underwriting discounts | 3,750,000 | ||||
Ordinary shares, par value (in Dollars per share) | $ 10 | $ 10 | $ 1 | ||
Sale an additional warrants (in Shares) | 750,000 | ||||
Generating gross proceeds | $ 38,250,000 | ||||
Net proceeds | 37,500,000 | ||||
Trust account | $ 287,500,000 |
LIQUIDITY AND GOING CONCERN (_2
LIQUIDITY AND GOING CONCERN (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Cash in operating bank accounts | $ 334,000 | $ 370,958 |
Securities held in trust account | 289,838,722 | 289,834,441 |
Working capital deficit | (8,129,619) | (2,800,338) |
Interest income | $ 2,338,700 | $ 2,334,000 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Private placement to purchase ordinary shares | $ 23,125,000 | $ 23,125,000 |
Federal depository insurance coverage | $ 250,000 | $ 250,000 |
SUMMARY OF SIGNIFICANT ACCOU_12
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of basic and diluted loss per ordinary share (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | 7 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Numerator: | ||||
Interest income attributable to redeemable ordinary shares | $ 3,038 | $ 780,199 | $ 246,606 | $ 1,635,750 |
Net income attributable to redeemable ordinary shares | $ 3,038 | $ 780,199 | $ 246,606 | $ 1,635,750 |
Denominator: | ||||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Dollars per share) | 23,470,955 | 24,391,533 | 3,820,067 | 24,958,411 |
Basic and diluted net income per redeemable ordinary share (in Dollars per share) | 0 | 0.03 | 0.06 | 0.07 |
Numerator: | ||||
Net loss | $ (30,918,750) | $ 8,943,386 | $ (4,779,782) | $ (7,580,615) |
Less: Net income attributable to redeemable ordinary shares | $ (3,038) | $ (780,199) | (246,606) | (1,635,750) |
Net loss attributable to non-redeemable ordinary shares | $ (5,026,389) | $ (9,216,365) | ||
Denominator: | ||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted | 7,016,376 | 10,979,089 | ||
Basic and diluted net loss per non-redeemable ordinary share (in Dollars per share) | $ (2.48) | $ 0.71 | $ (0.72) | $ (0.84) |
INITIAL PUBLIC OFFERING (Deta_2
INITIAL PUBLIC OFFERING (Details) - CIK000178115 Alussa Energy Acquisition Corp - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of units (in Shares) | 28,750,000 | 28,750,000 |
Over allotment option unit (in Shares) | 3,750,000 | 3,750,000 |
Sale of stock per share | $ 1 | $ 10 |
Exercise price of warrant | $ 0.01 | $ 0.01 |
Business combination at an issue price description | 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 | 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. |
Class A Ordinary Shares | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock per share | $ 11.50 | $ 11.50 |
Class A Ordinary Shares | Initial Public Offering [Member] | ||
Initial Public Offering (Details) [Line Items] | ||
Sale of stock per share | $ 18 | $ 18 |
PROMISSORY NOTE - RELATED PAR_4
PROMISSORY NOTE - RELATED PARTY (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | Apr. 06, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 09, 2021 | Jun. 14, 2019 |
Related Party Transaction [Line Items] | ||||||
Unsecured promissory note | $ 1,500,000 | $ 300,000 | ||||
Borrowing amount | $ 1,500,000 | $ 198,959 | ||||
Promissory note related party, description | The note is non-interest bearing and payable on the earlier to occur of (i) the completion of an initial Business Combination or (ii) liquidation. | 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 $198,959 were repaid on December 2, 2019. |
COMMITMENTS (Details)_2
COMMITMENTS (Details) - CIK000178115 Alussa Energy Acquisition Corp | Apr. 27, 2020EUR (€) | Feb. 28, 2020USD ($) | Feb. 10, 2020USD ($) | Dec. 05, 2019$ / sharesshares | Nov. 25, 2019USD ($) | Feb. 28, 2020USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 03, 2019USD ($) | Dec. 31, 2020USD ($)$ / sharesshares |
Commitments (Details) [Line Items] | |||||||||
Service provider fee | $ 35,000 | $ 420,000 | |||||||
Business combination company liquidation | $ 35,000 | ||||||||
Convertible into warrants | $ 1,500,000 | 1,500,000 | |||||||
Fees payable | 550,000 | $ 11.50 | |||||||
Transactional Support Agreement [Member] | |||||||||
Commitments (Details) [Line Items] | |||||||||
Service provider fee | $ 100,000 | $ 100,000 | |||||||
Business combination, description | 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 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. | |||||||
Consulting Agreement [Member] | |||||||||
Commitments (Details) [Line Items] | |||||||||
Service provider fee | $ 75,000 | ||||||||
Business combination, description | . In addition, on March 1, 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 | In addition, on February 28, 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. | |||||||
Service provider fee | $ 75,000 | ||||||||
Total fees | $ 225,000 | ||||||||
Business combination (in Euro) | € | € 250,000 | ||||||||
Mr. Daniel Barcelo [Member] | |||||||||
Commitments (Details) [Line Items] | |||||||||
Business combination company liquidation | 20,000 | ||||||||
Mr. Nick De'Ath [Member] | |||||||||
Commitments (Details) [Line Items] | |||||||||
Business combination company liquidation | $ 5,000 | ||||||||
Over-allotment option [Member] | |||||||||
Commitments (Details) [Line Items] | |||||||||
Additional units (in Shares) | shares | 3,750,000 | 3,750,000 | |||||||
Initial Public Offering [Member] | |||||||||
Commitments (Details) [Line Items] | |||||||||
Underwriting cash price (in Dollars per share) | $ / shares | $ 10 | ||||||||
Underwriters paid in cash fees | 2.00% | ||||||||
Aggregate Price | $ 5,750,000 | ||||||||
Underwriters fees | $ 10,062,500 | $ 10,062,500 | |||||||
Deferred fee, percentage | 3.50% | 3.50% | |||||||
Subscription price of warrant | $ / shares | $ 0.01 | $ 0.01 | |||||||
Aggregate purchase price (in Shares) | shares | 8,750,000 | 8,750,000 | |||||||
Private Placement [Member] | |||||||||
Commitments (Details) [Line Items] | |||||||||
Subscription price of warrant | $ / shares | $ 1 | ||||||||
Aggregate purchase price (in Shares) | shares | 8,750,000 | ||||||||
Warrants | |||||||||
Commitments (Details) [Line Items] | |||||||||
Subscription price of warrant | $ / shares | $ 1 | $ 1 |
SHAREHOLDERS' EQUITY AND WARR_2
SHAREHOLDERS' EQUITY AND WARRANTS (Details) - USD ($) | Nov. 25, 2019 | Oct. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 05, 2019 | Jun. 14, 2019 |
Class B Ordinary Shares | |||||||
Shareholders' Equity and Warrants (Details) [Line Items] | |||||||
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | |||||
CIK000178115 Alussa Energy Acquisition Corp | |||||||
Shareholders' Equity and Warrants (Details) [Line Items] | |||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||
Issued and outstanding ordinary shares of percentage | 20.00% | ||||||
Aggregate purchase price of founder shares | 7,187,500 | 7,187,500 | 937,500 | ||||
Issuance of dividend per share (in Dollars per share) | $ 0.125 | ||||||
Dividend issuance ordinary price per share (in Dollars per share) | $ 0.111111 | $ 0.111111 | |||||
Issued and outstanding ordinary shares percentage | 20.00% | 20.00% | |||||
Founder shares description | 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. | 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 | |||||
Warrants expiration years | 5 years | 5 years | |||||
Total equity proceeds percentage | 60.00% | 60.00% | |||||
Business combination market value per share (in Dollars per share) | $ 9.20 | $ 9.20 | |||||
Market value and the newly issued price | 180.00% | ||||||
Redemption trigger price per share (in Dollars per share) | $ 18 | $ 18 | |||||
CIK000178115 Alussa Energy Acquisition Corp | Over-allotment option [Member] | |||||||
Shareholders' Equity and Warrants (Details) [Line Items] | |||||||
Aggregate purchase price of founder shares | 937,500 | 937,500 | |||||
CIK000178115 Alussa Energy Acquisition Corp | Warrants | |||||||
Shareholders' Equity and Warrants (Details) [Line Items] | |||||||
Market value and the newly issued price | 115.00% | 115.00% | |||||
CIK000178115 Alussa Energy Acquisition Corp | Class A Ordinary Shares | |||||||
Shareholders' Equity and Warrants (Details) [Line Items] | |||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, shares issued | 8,346,318 | 5,279,045 | 4,358,467 | ||||
Ordinary shares, shares outstanding | 8,346,318 | 5,279,045 | 4,358,467 | ||||
Ordinary shares subject to possible redemption | 20,403,682 | 23,470,955 | |||||
Ordinary shares equals or exceeds (in Dollars per share) | $ 18 | $ 18 | |||||
Public warrant per share (in Dollars per share) | 0.01 | 0.01 | |||||
Redemption of public warrant holders equals or exceeds per share (in Dollars per share) | $ 18 | $ 18 | |||||
CIK000178115 Alussa Energy Acquisition Corp | Class A Ordinary Shares | Ordinary Shares | |||||||
Shareholders' Equity and Warrants (Details) [Line Items] | |||||||
Ordinary shares, shares issued | 5,279,045 | 4,358,467 | |||||
Ordinary shares, shares outstanding | 5,279,045 | 4,358,467 | |||||
Ordinary shares subject to possible redemption | 23,470,955 | 24,391,533 | |||||
CIK000178115 Alussa Energy Acquisition Corp | Class B Ordinary Shares | |||||||
Shareholders' Equity and Warrants (Details) [Line Items] | |||||||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | 7,187,500 | ||||
Ordinary shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | ||||
Aggregate purchase price of founder shares | 7,187,500 | 5,750,000 | |||||
Purchase price (in Dollars) | $ 25,000 |
FAIR VALUE MEASUREMENTS (Deta_4
FAIR VALUE MEASUREMENTS (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | |
Public Warrants And Private Placement Warrants [Line Items] | |||||
Fair Value Adjustment of Warrants | $ 10,781,250 | $ 25,593,750 | $ (7,668,750) | $ 3,937,500 | $ 4,393,750 |
FairValueOfPublicWarrants | $ 32,775,000 | $ 17,681,250 | |||
PublicWarrant | 1.23% |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of fair value on a recurring basis (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Assets: | |||
Marketable securities held in Trust Account | $ 289,838,722 | $ 289,834,441 | $ 287,830,781 |
Total fair value | 289,838,722 | 289,834,441 | 287,830,781 |
Liabilities: | |||
Public Warrants | 32,775,000 | 17,681,250 | 18,975,000 |
Private Placement Warrants | 28,175,000 | 17,675,000 | 11,987,500 |
Total fair value | 60,950,000 | 35,356,250 | 30,962,500 |
Level 1 | |||
Assets: | |||
Marketable securities held in Trust Account | 289,838,722 | 289,834,441 | 287,830,781 |
Total fair value | 289,838,722 | 289,834,441 | 287,830,781 |
Liabilities: | |||
Public Warrants | 32,775,000 | 17,681,250 | |
Total fair value | 32,775,000 | 17,681,250 | |
Level 2 | |||
Assets: | |||
Marketable securities held in Trust Account | |||
Total fair value | |||
Liabilities: | |||
Public Warrants | |||
Private Placement Warrants | |||
Total fair value | |||
Level 3 | |||
Liabilities: | |||
Public Warrants | 18,975,000 | ||
Private Placement Warrants | 28,175,000 | 17,675,000 | 11,987,500 |
Total fair value | $ 28,175,000 | $ 17,675,000 | $ 30,962,500 |
FAIR VALUE MEASUREMENTS - Sch_3
FAIR VALUE MEASUREMENTS - Schedule of public warrants and private plancement warrants (Details) - $ / shares | Dec. 05, 2019 | Nov. 29, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Public Warrants And Private Placement Warrants [Line Items] | ||||||
Share price (in NOK per share) | $ 9.38 | $ 9.37 | $ 9.42 | |||
CIK000178115 Alussa Energy Acquisition Corp | ||||||
Public Warrants And Private Placement Warrants [Line Items] | ||||||
Risk-free interest rate | 1.64% | 1.64% | 0.43% | 1.72% | 0.96% | 0.43% |
Expected option term (years) | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 2 months 12 days | 5 years 6 months |
Volatility | 20.00% | 20.00% | 26.17% | 20.00% | 40.03% | 26.17% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Grant date fair value per warrant | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 |
Share price (in NOK per share) | $ 10.06 | $ 10 | $ 10.06 |
FAIR VALUE MEASUREMENTS - Sch_4
FAIR VALUE MEASUREMENTS - Schedule of changes in the fair value of warrant liabilities (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 05, 2019 | Nov. 29, 2019 | |
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |||||||
Change in fair value of warrant liabilities | $ 10,781,250 | $ 25,593,750 | $ (7,668,750) | $ 3,937,500 | $ 4,393,750 | ||
Private Placement [Member] | |||||||
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |||||||
Beginning balance | 17,675,000 | 11,987,500 | 11,987,500 | ||||
Fair value for warrants issued | $ 997,500 | $ 10,640,000 | |||||
Change in fair value of warrant liabilities | 350,000 | 5,687,500 | |||||
Ending Balance | 17,675,000 | 28,175,000 | 12,512,500 | 11,987,500 | 17,675,000 | ||
Public Warrants [Member] | |||||||
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |||||||
Beginning balance | 17,681,250 | 18,975,000 | 18,975,000 | ||||
Fair value for warrants issued | 2,400,000 | 15,875,000 | |||||
Change in fair value of warrant liabilities | 700,000 | (1,293,750) | |||||
Ending Balance | 17,681,250 | 18,975,000 | 17,681,250 | ||||
Warrants | |||||||
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items] | |||||||
Beginning balance | $ 35,356,250 | $ 30,962,500 | 30,962,500 | ||||
Fair value for warrants issued | $ 3,397,500 | $ 26,515,000 | |||||
Change in fair value of warrant liabilities | 1,050,000 | 4,393,750 | |||||
Ending Balance | $ 35,356,250 | $ 30,962,500 | $ 35,356,250 |
SUBSEQUENT EVENTS (Details)_2_3
SUBSEQUENT EVENTS (Details) - CIK000178115 Alussa Energy Acquisition Corp - Subsequent event - USD ($) | Feb. 09, 2021 | Apr. 06, 2021 |
Subsequent Events (Details) [Line Items] | ||
Business combination of company liquidation, description | the Company issued an unsecured promissory note to the Sponsor pursuant to the Working Capital Loans agreement as described in Note 6, by which the Company may borrow up to $1,500,000 in the aggregate. The note is non-interest bearing and payable on the earlier to occur of (i) the completion of an initial Business Combination or (ii) liquidation | |
Borrowed of loans | $ 1,500,000 | |
Convert loans of warrants | 1,500,000 |
RESTATEMENT OF QUARTERLY COND_3
RESTATEMENT OF QUARTERLY CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - Schedule of restatement of quarterly condensed balance sheet (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 12, 2019 |
Current Assets | |||||||
Cash | $ 334,000 | $ 370,958 | $ 1,880,199 | $ 2,282,362 | $ 0 | ||
Prepaid expenses and other current assets | 219,917 | 234,167 | 113,049 | ||||
Total current assets | 553,917 | 605,125 | 2,395,411 | ||||
Marketable securities held in Trust Account | 289,838,722 | 289,834,441 | 287,830,781 | ||||
Total assets | 290,392,639 | 290,439,566 | 290,226,192 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
Deferred underwriting fee payable | 10,062,500 | 10,062,500 | |||||
Total liabilities | 79,696,036 | 48,824,213 | 41,030,224 | ||||
Commitments outstanding | |||||||
Aggregate subscription amount | 205,696,595 | 236,615,344 | 244,195,965 | ||||
Shareholders' Equity | |||||||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | |||||||
Additional paid-in capital | 49,025,999 | 18,107,557 | 9,778,630 | ||||
Retained earnings | (44,027,545) | (13,108,795) | (4,779,782) | ||||
Total shareholders' equity (deficit) | 5,000,008 | 5,000,009 | 5,000,009 | 5,000,003 | $ 0 | ||
Total liabilities and shareholders' equity (deficit) | $ 290,392,639 | $ 290,439,566 | $ 290,226,192 | ||||
Parent [Member] | |||||||
Current Assets | |||||||
Cash | $ 1,109,632 | $ 1,399,600 | 1,880,199 | ||||
Prepaid expenses and other current assets | 41,817 | 84,716 | 81,894 | ||||
Total current assets | 1,151,449 | 1,484,316 | 1,962,093 | ||||
Marketable securities held in Trust Account | 289,791,930 | 289,642,871 | 289,605,262 | ||||
Total assets | 290,943,379 | 291,127,187 | 291,567,355 | ||||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||
Accrued liabilities | 39,327 | 47,847 | 71,751 | ||||
Deferred underwriting fee payable | 10,062,500 | 10,062,500 | 10,062,500 | ||||
Warrant liabilities | 23,606,250 | 21,293,750 | 23,293,749 | ||||
Total liabilities | 33,708,077 | 31,404,097 | 33,428,000 | ||||
Commitments outstanding | |||||||
Aggregate subscription amount | 252,235,299 | 254,723,083 | 253,139,346 | ||||
Shareholders' Equity | |||||||
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | |||||||
Common Stock, Value, Issued | 372 | 346 | 363 | ||||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding at September 30, 2020, June 30, 2020, and March 31, 2020 | 719 | 719 | 719 | ||||
Additional paid-in capital | 2,487,758 | 835,323 | |||||
Retained earnings | 2,511,154 | 4,998,942 | 4,163,604 | ||||
Total shareholders' equity (deficit) | 5,000,003 | 5,000,007 | 5,000,009 | ||||
Total liabilities and shareholders' equity (deficit) | $ 290,943,379 | $ 291,127,187 | $ 291,567,355 |
RESTATEMENT OF QUARTERLY COND_4
RESTATEMENT OF QUARTERLY CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - Schedule of restatement of quarterly condensed balance sheet (Parentheticals) (Details) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Class B Ordinary Shares | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | ||||
Class B Ordinary Shares | Parent [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | 7,187,500 | |||
Ordinary shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 | |||
CIK000178115 Alussa Energy Acquisition Corp | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preference shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||
Preference shares, shares issued | 0 | 0 | 0 | |||
Preference shares, shares outstanding | 0 | 0 | 0 | |||
CIK000178115 Alussa Energy Acquisition Corp | Parent [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Subject to possible redemption | 25,024,040 | 25,283,856 | 25,129,917 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Preference shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||
Preference shares, shares issued | 0 | 0 | 0 | |||
Preference shares, shares outstanding | 0 | 0 | 0 | |||
CIK000178115 Alussa Energy Acquisition Corp | Class A Ordinary Shares | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Ordinary shares, shares issued | 8,346,318 | 5,279,045 | 4,358,467 | |||
Ordinary shares, shares outstanding | 8,346,318 | 5,279,045 | 4,358,467 | |||
CIK000178115 Alussa Energy Acquisition Corp | Class A Ordinary Shares | Parent [Member] | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | |||
Ordinary shares, shares issued | 3,725,960 | 3,466,144 | 3,620,083 | |||
Ordinary shares, shares outstanding | 3,725,960 | 3,466,144 | 3,620,083 | |||
CIK000178115 Alussa Energy Acquisition Corp | Class B Ordinary Shares | ||||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||
Ordinary shares, shares issued | 7,187,500 | 7,187,500 | 7,187,500 | |||
Ordinary shares, shares outstanding | 7,187,500 | 7,187,500 | 7,187,500 |
RESTATEMENT OF QUARTERLY COND_5
RESTATEMENT OF QUARTERLY CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - Schedule of restatement of quarterly condensed statement of operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | |
Parent [Member] | ||||||||
STATEMENTS OF OPERATIONS | ||||||||
Operating costs | $ 953,718 | |||||||
Loss from operations | (953,718) | |||||||
Other income (expense): | ||||||||
Interest income | 1,851,161 | |||||||
Unrealized gain on marketable securities held in Trust Account | (39,071) | |||||||
Change in fair value of warrant liabilities | 9,668,750 | |||||||
Other income (expense) | 11,480,840 | |||||||
Net income (loss) | $ 10,527,122 | |||||||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 24,760,725 | |||||||
Basic and diluted net income per redeemable ordinary share | $ 0.07 | |||||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 11,176,775 | |||||||
Basic and diluted net income (loss) per non-redeemable ordinary share (in Dollars per share) | $ 0.80 | |||||||
CIK000178115 Alussa Energy Acquisition Corp | ||||||||
STATEMENTS OF OPERATIONS | ||||||||
Operating costs | $ 488,740 | $ 0 | ||||||
Loss from operations | $ (5,329,281) | $ (499,845) | (1,173,063) | (5,190,525) | ||||
Other income (expense): | ||||||||
Interest income | 4,281 | 892,590 | 290,672 | 2,003,660 | ||||
Unrealized gain on marketable securities held in Trust Account | 881,891 | 40,109 | 0 | |||||
Change in fair value of warrant liabilities | 25,593,750 | (7,668,750) | 3,937,500 | 4,393,750 | ||||
Other income (expense) | (25,589,469) | 9,443,231 | (3,606,719) | (2,390,090) | ||||
Net income (loss) | $ (30,918,750) | $ 8,943,386 | (4,779,782) | (7,580,615) | ||||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 23,470,955 | 24,391,533 | ||||||
Basic and diluted net income per redeemable ordinary share | $ (25,000) | $ 0 | ||||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 12,466,545 | 11,545,967 | ||||||
Basic and diluted net income (loss) per non-redeemable ordinary share (in Dollars per share) | $ 0.03 | |||||||
CIK000178115 Alussa Energy Acquisition Corp | Parent [Member] | ||||||||
STATEMENTS OF OPERATIONS | ||||||||
Operating costs | $ 324,347 | $ 453,873 | $ 499,845 | $ 1,278,065 | ||||
Loss from operations | (324,347) | (453,873) | (499,845) | (1,278,065) | ||||
Other income (expense): | ||||||||
Interest income | 93,440 | 958,571 | 892,590 | $ 1,851,161 | 1,944,601 | |||
Unrealized gain on marketable securities held in Trust Account | 55,619 | (920,962) | 881,891 | (39,071) | 16,548 | |||
Change in fair value of warrant liabilities | (2,312,500) | 2,000,000 | 7,668,750 | 7,356,250 | ||||
Other income (expense) | (2,163,441) | 2,037,609 | 9,443,231 | 9,317,399 | ||||
Net income (loss) | $ (2,487,788) | $ 1,583,736 | $ 8,943,386 | $ 10,527,122 | $ 8,039,334 | |||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 25,283,856 | 25,129,917 | 24,391,533 | 24,936,375 | ||||
Basic and diluted net income per redeemable ordinary share | $ 0 | $ 0.03 | $ 0.03 | $ 0.07 | ||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 10,653,644 | 10,807,583 | 11,545,967 | 11,001,125 | ||||
Basic and diluted net income (loss) per non-redeemable ordinary share (in Dollars per share) | $ (0.24) | $ 0.07 | $ 0.71 | $ 0.58 |
RESTATEMENT OF QUARTERLY COND_6
RESTATEMENT OF QUARTERLY CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - Schedule of restatement of quarterly condensedstatement of changes in shareholders' equity (Details) - CIK000178115 Alussa Energy Acquisition Corp - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | |
Condensed Statement of Income Captions [Line Items] | ||||||||
Beginning balance | $ 5,000,009 | $ 5,000,009 | $ 5,000,003 | $ 5,000,003 | $ 0 | $ 5,000,003 | $ 5,000,003 | |
Class A ordinary shares subject to possible redemption | 30,918,749 | (8,943,380) | (244,195,965) | 7,580,621 | ||||
Net Income (Loss) Attributable to Parent | (30,918,750) | 8,943,386 | (4,779,782) | (7,580,615) | ||||
Ending balance | 5,000,008 | 5,000,009 | 5,000,003 | 5,000,009 | ||||
Parent Company [Member] | ||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||
Beginning balance | $ 5,000,007 | 5,000,009 | 5,000,003 | 5,000,003 | 5,000,003 | 5,000,003 | ||
Class A ordinary shares subject to possible redemption | 2,487,784 | (1,583,738) | (8,943,380) | (10,527,118) | (8,039,334) | |||
Net Income (Loss) Attributable to Parent | (2,487,788) | 1,583,736 | 8,943,386 | 10,527,122 | 8,039,334 | |||
Ending balance | 5,000,003 | 5,000,007 | 5,000,009 | 5,000,007 | 5,000,003 | 5,000,003 | ||
Additional Paid-in Capital | ||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||
Beginning balance | 18,107,557 | 9,778,630 | 9,778,630 | 0 | 9,778,630 | 9,778,630 | ||
Class A ordinary shares subject to possible redemption | (244,193,526) | 8,328,927 | ||||||
Ending balance | 9,778,630 | 18,107,557 | ||||||
Additional Paid-in Capital | Parent Company [Member] | ||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||
Beginning balance | 835,323 | 9,778,630 | 9,778,630 | 9,778,630 | 9,778,630 | |||
Class A ordinary shares subject to possible redemption | 2,487,758 | (835,323) | (8,943,307) | (9,778,630) | (7,290,872) | |||
Ending balance | 2,487,758 | 835,323 | 9,778,630 | 2,487,758 | ||||
Accumulated Deficit | ||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||
Beginning balance | $ (13,108,795) | (4,779,782) | (4,779,782) | 0 | (4,779,782) | (4,779,782) | ||
Class A ordinary shares subject to possible redemption | 0 | (748,398) | ||||||
Ending balance | (4,779,782) | (13,108,795) | ||||||
Accumulated Deficit | Parent Company [Member] | ||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||
Beginning balance | 4,998,942 | 4,163,604 | (4,779,782) | (4,779,782) | (4,779,782) | $ (4,779,782) | ||
Class A ordinary shares subject to possible redemption | (748,398) | (748,398) | (748,398) | |||||
Net Income (Loss) Attributable to Parent | (2,487,788) | 1,583,736 | 8,943,386 | 10,527,122 | 8,039,334 | |||
Ending balance | $ 2,511,154 | $ 4,998,942 | $ 4,163,604 | $ 4,998,942 | $ (4,779,782) | $ 2,511,154 | ||
Class A Ordinary Shares | ||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||
Balance (in Shares) | 5,279,045 | 3,620,083 | 4,358,467 | 4,358,467 | 0 | 4,358,467 | 4,358,467 | |
Beginning balance | $ 528 | $ 363 | $ 436 | $ 436 | $ 0 | $ 436 | $ 436 | |
Ordinary shares subject to possible redemption | 20,403,682 | 23,470,955 | ||||||
Class A ordinary shares subject to possible redemption | $ 307 | $ (73) | $ (2,439) | $ 92 | ||||
Balance (in Shares) | 8,346,318 | 3,620,083 | 4,358,467 | 5,279,045 | ||||
Ending balance | $ 835 | $ 363 | $ 436 | $ 528 | ||||
Class A Ordinary Shares | Parent Company [Member] | ||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||
Balance (in Shares) | 3,466,144 | 3,620,083 | 4,358,467 | 4,358,467 | 4,358,467 | 4,358,467 | ||
Beginning balance | $ 346 | $ 363 | $ 436 | $ 436 | $ 436 | $ 436 | ||
Ordinary shares subject to possible redemption | 259,816 | (153,939) | (738,384) | (892,323) | (632,507) | |||
Class A ordinary shares subject to possible redemption | $ 26 | $ (17) | $ (73) | $ (90) | $ (64) | |||
Balance (in Shares) | 3,725,960 | 3,466,144 | 3,620,083 | 3,466,144 | 4,358,467 | 3,725,960 | ||
Ending balance | $ 372 | $ 346 | $ 363 | $ 346 | $ 436 | $ 372 | ||
Class B Ordinary Shares | ||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||
Balance (in Shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 0 | 7,187,500 | 7,187,500 | |
Beginning balance | $ 719 | $ 719 | $ 719 | $ 719 | $ 0 | $ 719 | $ 719 | |
Class A ordinary shares subject to possible redemption | $ 0 | |||||||
Balance (in Shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | ||||
Ending balance | $ 719 | $ 719 | $ 719 | $ 719 | ||||
Class B Ordinary Shares | Parent Company [Member] | ||||||||
Condensed Statement of Income Captions [Line Items] | ||||||||
Balance (in Shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | ||
Beginning balance | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | ||
Balance (in Shares) | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | 7,187,500 | ||
Ending balance | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 | $ 719 |
RESTATEMENT OF QUARTERLY COND_7
RESTATEMENT OF QUARTERLY CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - Schedule of restatement of quarterly condensed statements of cash flows (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | |
Parent [Member] | |||||||||
Cash Flows from Operating Activities | |||||||||
Net Income (Loss) Attributable to Parent | $ 10,527,122 | ||||||||
Adjustments to reconcile net income to net cash used in operating activities: | |||||||||
Interest earned on marketable securities held in Trust Account | (1,851,161) | ||||||||
Unrealized gain on marketable securities held in Trust Account | 39,071 | ||||||||
CIK000178115 Alussa Energy Acquisition Corp | |||||||||
Cash Flows from Operating Activities | |||||||||
Net Income (Loss) Attributable to Parent | $ (30,918,750) | $ 8,943,386 | $ (4,779,782) | $ (7,580,615) | |||||
Adjustments to reconcile net income to net cash used in operating activities: | |||||||||
Interest earned on marketable securities held in Trust Account | (4,281) | (892,590) | (290,672) | (2,003,660) | |||||
Unrealized gain on marketable securities held in Trust Account | (881,891) | (40,109) | 0 | ||||||
Change in fair value of warrant liabilities | $ 10,781,250 | 25,593,750 | (7,668,750) | 3,937,500 | 4,393,750 | ||||
Changes in operating assets and liabilities: | |||||||||
Prepaid expenses and other current assets | 14,250 | 31,155 | (113,049) | (121,118) | |||||
Accrued expenses | 4,728,073 | 66,527 | 5,224 | 3,400,239 | |||||
Net cash used in operating activities | 550,000 | 0 | 290,011,260 | 0 | |||||
Non-Cash Investing and Financing Activities: | |||||||||
Change in fair value of Class A ordinary shares subject to possible redemption | $ (30,918,749) | 8,943,381 | 3,721,225 | 7,580,621 | |||||
CIK000178115 Alussa Energy Acquisition Corp | Parent [Member] | |||||||||
Cash Flows from Operating Activities | |||||||||
Net Income (Loss) Attributable to Parent | $ (2,487,788) | $ 1,583,736 | 8,943,386 | 10,527,122 | $ 8,039,334 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | |||||||||
Interest earned on marketable securities held in Trust Account | (93,440) | (958,571) | (892,590) | (1,851,161) | (1,944,601) | ||||
Unrealized gain on marketable securities held in Trust Account | (55,619) | 920,962 | (881,891) | 39,071 | (16,548) | ||||
Change in fair value of warrant liabilities | (7,668,750) | (9,668,750) | (7,356,250) | ||||||
Changes in operating assets and liabilities: | |||||||||
Prepaid expenses and other current assets | 31,155 | 28,333 | 71,232 | ||||||
Accrued expenses | 66,527 | 42,623 | 34,103 | ||||||
Net cash used in operating activities | (402,163) | (882,762) | (1,172,730) | ||||||
Net Change in Cash | (402,163) | (882,762) | (1,172,730) | ||||||
Cash - Beginning | 1,399,600 | 1,880,199 | 2,282,362 | 2,282,362 | 2,282,362 | $ 2,282,362 | |||
Cash - Ending | $ 1,109,632 | $ 1,399,600 | 1,880,199 | 1,399,600 | $ 2,282,362 | 1,109,632 | |||
Non-Cash Investing and Financing Activities: | |||||||||
Change in fair value of Class A ordinary shares subject to possible redemption | $ 8,943,381 | $ 10,527,118 | $ 8,039,334 |
RESTATEMENT OF QUARTERLY COND_8
RESTATEMENT OF QUARTERLY CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - Schedule of balance sheet (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 29, 2019 | Jun. 12, 2019 |
Adjustments [Member] | Parent [Member] | ||||||||
Liabilities and Shareholders' Equity | ||||||||
Warrant liabilities | $ 23,606,250 | |||||||
Total Liabilities | 23,606,250 | |||||||
Aggregate subscription amount | (23,606,249) | |||||||
Shareholders' Equity | ||||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3, | 234 | |||||||
Additional paid-in capital | (1,618,597) | |||||||
Retained earnings | 1,618,362 | |||||||
Total Shareholders' Equity | (1) | |||||||
As Restated [Member] | Parent [Member] | ||||||||
Liabilities and Shareholders' Equity | ||||||||
Warrant liabilities | 23,606,250 | |||||||
Total Liabilities | 33,708,077 | |||||||
Aggregate subscription amount | 252,235,299 | |||||||
Shareholders' Equity | ||||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3, | 372 | |||||||
Additional paid-in capital | 2,487,758 | |||||||
Retained earnings | 2,511,154 | |||||||
Total Shareholders' Equity | 5,000,003 | |||||||
Total Liabilities and Shareholders' Equity | 290,943,379 | |||||||
As Originally Reported [Member] | Parent [Member] | ||||||||
Liabilities and Shareholders' Equity | ||||||||
Total Liabilities | 10,101,827 | |||||||
Aggregate subscription amount | 275,841,548 | |||||||
Shareholders' Equity | ||||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3, | 138 | |||||||
Additional paid-in capital | 4,106,355 | |||||||
Retained earnings | 892,792 | |||||||
Total Shareholders' Equity | 5,000,004 | |||||||
Total Liabilities and Shareholders' Equity | 290,943,379 | |||||||
CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Liabilities and Shareholders' Equity | ||||||||
Warrant liabilities | $ 60,950,000 | $ 35,356,250 | $ 30,962,500 | |||||
Total Liabilities | 79,696,036 | 48,824,213 | 41,030,224 | |||||
Aggregate subscription amount | 205,696,595 | 236,615,344 | 244,195,965 | |||||
Shareholders' Equity | ||||||||
Additional paid-in capital | 49,025,999 | 18,107,557 | 9,778,630 | |||||
Retained earnings | (44,027,545) | (13,108,795) | (4,779,782) | |||||
Total Shareholders' Equity | 5,000,008 | 5,000,009 | $ 5,000,009 | 5,000,003 | $ 0 | |||
Total Liabilities and Shareholders' Equity | $ 290,392,639 | 290,439,566 | 290,226,192 | |||||
CIK000178115 Alussa Energy Acquisition Corp | Parent [Member] | ||||||||
Liabilities and Shareholders' Equity | ||||||||
Total Liabilities | 33,708,077 | $ 31,404,097 | 33,428,000 | |||||
Aggregate subscription amount | 252,235,299 | 254,723,083 | 253,139,346 | |||||
Shareholders' Equity | ||||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3, | 372 | 346 | 363 | |||||
Additional paid-in capital | 2,487,758 | 835,323 | ||||||
Retained earnings | 2,511,154 | 4,998,942 | 4,163,604 | |||||
Total Shareholders' Equity | 5,000,003 | 5,000,007 | 5,000,009 | |||||
Total Liabilities and Shareholders' Equity | $ 290,943,379 | 291,127,187 | 291,567,355 | |||||
CIK000178115 Alussa Energy Acquisition Corp | Adjustments [Member] | ||||||||
Liabilities and Shareholders' Equity | ||||||||
Warrant liabilities | 35,356,250 | 30,962,500 | $ 26,515,000 | |||||
Total Liabilities | 35,356,250 | 30,962,500 | 26,515,000 | |||||
Aggregate subscription amount | (35,356,253) | (30,962,493) | (26,515,000) | |||||
Shareholders' Equity | ||||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3, | 351 | 309 | 265 | |||||
Additional paid-in capital | 10,131,290 | 4,989,174 | 3,600,876 | |||||
Retained earnings | (10,131,638) | (4,989,490) | (3,601,141) | |||||
Total Shareholders' Equity | 3 | (7) | ||||||
CIK000178115 Alussa Energy Acquisition Corp | Adjustments [Member] | Parent [Member] | ||||||||
Liabilities and Shareholders' Equity | ||||||||
Warrant liabilities | 21,293,750 | 23,293,749 | ||||||
Total Liabilities | 21,293,750 | 23,293,749 | ||||||
Aggregate subscription amount | (21,293,748) | (23,293,752) | ||||||
Shareholders' Equity | ||||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3, | 211 | 232 | ||||||
Additional paid-in capital | (3,931,075) | (2,679,489) | ||||||
Retained earnings | 3,930,862 | 2,679,260 | ||||||
Total Shareholders' Equity | (2) | 3 | ||||||
CIK000178115 Alussa Energy Acquisition Corp | As Restated [Member] | ||||||||
Shareholders' Equity | ||||||||
Additional paid-in capital | 18,107,557 | 9,778,630 | ||||||
Retained earnings | (13,108,795) | (4,779,782) | ||||||
Total Shareholders' Equity | 5,000,009 | 5,000,003 | ||||||
CIK000178115 Alussa Energy Acquisition Corp | As Restated [Member] | Parent [Member] | ||||||||
Liabilities and Shareholders' Equity | ||||||||
Warrant liabilities | 21,293,750 | 23,293,749 | ||||||
Total Liabilities | 31,404,097 | 33,428,000 | ||||||
Aggregate subscription amount | 254,723,083 | 253,139,346 | ||||||
Shareholders' Equity | ||||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3, | 346 | 363 | ||||||
Additional paid-in capital | 835,323 | |||||||
Retained earnings | 4,998,942 | 4,163,604 | ||||||
Total Shareholders' Equity | 5,000,007 | 5,000,009 | ||||||
Total Liabilities and Shareholders' Equity | 291,127,187 | 291,567,355 | ||||||
CIK000178115 Alussa Energy Acquisition Corp | As Originally Reported [Member] | ||||||||
Liabilities and Shareholders' Equity | ||||||||
Total Liabilities | 13,467,963 | 10,067,724 | 9,236,505 | |||||
Aggregate subscription amount | 271,971,597 | 275,158,458 | 238,754,690 | |||||
Shareholders' Equity | ||||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3, | 177 | 127 | 112 | |||||
Additional paid-in capital | 7,976,267 | 4,789,456 | 5,005,739 | |||||
Retained earnings | (2,977,157) | 209,708 | (6,565) | |||||
Total Shareholders' Equity | 5,000,006 | 5,000,010 | 5,000,005 | |||||
Total Liabilities and Shareholders' Equity | $ 290,439,566 | $ 290,226,192 | $ 252,991,200 | |||||
CIK000178115 Alussa Energy Acquisition Corp | As Originally Reported [Member] | Parent [Member] | ||||||||
Liabilities and Shareholders' Equity | ||||||||
Total Liabilities | 10,110,347 | 10,134,251 | ||||||
Aggregate subscription amount | 276,016,831 | 276,433,098 | ||||||
Shareholders' Equity | ||||||||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 3, | 135 | 131 | ||||||
Additional paid-in capital | 3,931,075 | 3,514,812 | ||||||
Retained earnings | 1,068,080 | 1,484,344 | ||||||
Total Shareholders' Equity | 5,000,009 | 5,000,006 | ||||||
Total Liabilities and Shareholders' Equity | $ 291,127,187 | $ 291,567,355 |
RESTATEMENT OF QUARTERLY COND_9
RESTATEMENT OF QUARTERLY CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - Schedule of statements of operations (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | |
Parent [Member] | |||||||||
Other income (expense): | |||||||||
Other income (expense) | $ 11,480,840 | ||||||||
Net income (loss) | $ 10,527,122 | ||||||||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 24,760,725 | ||||||||
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ 0.80 | ||||||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 11,176,775 | ||||||||
CIK000178115 Alussa Energy Acquisition Corp | |||||||||
Other income (expense): | |||||||||
Change in fair value of warrant liabilities | $ 10,781,250 | $ 25,593,750 | $ (7,668,750) | $ 3,937,500 | $ 4,393,750 | ||||
Other income (expense) | (25,589,469) | 9,443,231 | (3,606,719) | (2,390,090) | |||||
Net income (loss) | $ (30,918,750) | $ 8,943,386 | (4,779,782) | (7,580,615) | |||||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 23,470,955 | 24,391,533 | |||||||
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ 0.03 | ||||||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 12,466,545 | 11,545,967 | |||||||
CIK000178115 Alussa Energy Acquisition Corp | Parent [Member] | |||||||||
Other income (expense): | |||||||||
Change in fair value of warrant liabilities | $ (7,668,750) | $ (9,668,750) | $ (7,356,250) | ||||||
Other income (expense) | $ (2,163,441) | $ 2,037,609 | 9,443,231 | 9,317,399 | |||||
Net income (loss) | $ (2,487,788) | $ 1,583,736 | $ 8,943,386 | 10,527,122 | $ 8,039,334 | ||||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 25,283,856 | 25,129,917 | 24,391,533 | 24,936,375 | |||||
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ (0.24) | $ 0.07 | $ 0.71 | $ 0.58 | |||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 10,653,644 | 10,807,583 | 11,545,967 | 11,001,125 | |||||
CIK000178115 Alussa Energy Acquisition Corp | Adjustments [Member] | |||||||||
Other income (expense): | |||||||||
Change in fair value of warrant liabilities | 3,937,500 | 4,393,750 | |||||||
Other income (expense) | (3,937,500) | (4,393,750) | |||||||
Net income (loss) | $ (4,989,490) | $ (4,393,750) | |||||||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 3,820,067 | 24,958,411 | |||||||
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ 0.06 | $ 0.07 | |||||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 449,100 | 2,463,880 | |||||||
CIK000178115 Alussa Energy Acquisition Corp | Adjustments [Member] | Parent [Member] | |||||||||
Other income (expense): | |||||||||
Change in fair value of warrant liabilities | $ (2,312,500) | $ 2,000,000 | $ 7,668,750 | 9,668,750 | $ 7,356,250 | ||||
Other income (expense) | (2,312,500) | 2,000,000 | 7,668,750 | 9,668,750 | 7,356,250 | ||||
Net income (loss) | $ (2,312,500) | $ 2,000,000 | $ 7,668,750 | $ 9,668,750 | $ 7,356,250 | ||||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 25,283,856 | 25,129,917 | 24,391,533 | 24,760,725 | 24,936,375 | ||||
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ 0 | $ 0.03 | $ 0.03 | $ 0.07 | $ 0.07 | ||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 2,113,621 | 2,312,442 | 3,092,691 | 2,702,566 | 2,504,818 | ||||
Basic and diluted net income (loss) per non-redeemable ordinary share (in Dollars per share) | $ (0.20) | $ 0.12 | $ 0.76 | $ 0.90 | $ 0.72 | ||||
CIK000178115 Alussa Energy Acquisition Corp | As Restated [Member] | |||||||||
Other income (expense): | |||||||||
Change in fair value of warrant liabilities | $ 3,937,500 | $ 4,393,750 | |||||||
Other income (expense) | (3,606,719) | (2,390,090) | |||||||
Net income (loss) | $ (4,779,782) | $ (7,580,615) | |||||||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 3,820,067 | 24,958,411 | |||||||
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ 0.06 | $ 0.07 | |||||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 7,016,376 | 10,979,089 | |||||||
CIK000178115 Alussa Energy Acquisition Corp | As Restated [Member] | Parent [Member] | |||||||||
Other income (expense): | |||||||||
Change in fair value of warrant liabilities | $ (2,312,500) | $ 2,000,000 | $ 7,668,750 | $ 9,668,750 | $ 7,356,250 | ||||
Other income (expense) | (2,163,441) | 2,037,609 | 9,443,231 | 11,480,840 | 9,317,399 | ||||
Net income (loss) | $ (2,487,788) | $ 1,583,736 | $ 8,943,386 | $ 10,527,122 | $ 8,039,334 | ||||
Weighted average redeemable ordinary shares outstanding, basic and diluted (in Shares) | 25,283,856 | 25,129,917 | 24,391,533 | 24,760,725 | 24,936,375 | ||||
Basic and diluted net income per redeemable ordinary share (Note 3) (in Dollars per share) | $ 0 | $ 0.03 | $ 0.03 | $ 0.07 | $ 0.07 | ||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 10,653,644 | 10,807,583 | 11,545,967 | 11,176,775 | 11,001,125 | ||||
Basic and diluted net income (loss) per non-redeemable ordinary share (in Dollars per share) | $ (0.24) | $ 0.07 | $ 0.71 | $ 0.80 | $ 0.58 | ||||
CIK000178115 Alussa Energy Acquisition Corp | As Originally Reported [Member] | |||||||||
Other income (expense): | |||||||||
Other income (expense) | $ 330,781 | $ 2,003,660 | |||||||
Net income (loss) | $ 209,708 | $ (3,186,865) | |||||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 6,567,276 | 8,515,209 | |||||||
CIK000178115 Alussa Energy Acquisition Corp | As Originally Reported [Member] | Parent [Member] | |||||||||
Other income (expense): | |||||||||
Other income (expense) | $ 149,059 | $ 37,609 | $ 1,774,481 | $ 1,812,090 | $ 1,961,149 | ||||
Net income (loss) | $ (175,288) | $ (416,264) | $ 1,274,636 | $ 858,372 | $ 683,084 | ||||
Weighted average non-redeemable ordinary shares outstanding, basic and diluted (in Shares) | 8,540,023 | 8,495,141 | 8,453,276 | 8,474,209 | 8,496,307 | ||||
Basic and diluted net income (loss) per non-redeemable ordinary share (in Dollars per share) | $ (0.04) | $ (0.05) | $ (0.05) | $ (0.10) | $ (0.14) |
RESTATEMENT OF QUARTERLY CON_10
RESTATEMENT OF QUARTERLY CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - Schedule of statements of cash flows (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Dec. 31, 2020 | |
Parent [Member] | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net Income (Loss) Attributable to Parent | $ 10,527,122 | |||||||
CIK000178115 Alussa Energy Acquisition Corp | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net Income (Loss) Attributable to Parent | $ (30,918,750) | $ 8,943,386 | $ (4,779,782) | $ (7,580,615) | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Increase (Decrease) in Accounts Payable and Accrued Liabilities | 4,728,073 | 66,527 | 5,224 | 3,400,239 | ||||
Net cash used in operating activities | 550,000 | 0 | 290,011,260 | 0 | ||||
Non-Cash Investing and Financing Activities: | ||||||||
Change in fair value of Class A ordinary shares subject to possible redemption | $ (30,918,749) | 8,943,381 | 3,721,225 | 7,580,621 | ||||
CIK000178115 Alussa Energy Acquisition Corp | Parent [Member] | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net Income (Loss) Attributable to Parent | $ (2,487,788) | $ 1,583,736 | 8,943,386 | 10,527,122 | $ 8,039,334 | |||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Increase (Decrease) in Accounts Payable and Accrued Liabilities | 66,527 | 42,623 | 34,103 | |||||
Net cash used in operating activities | (402,163) | (882,762) | (1,172,730) | |||||
Non-Cash Investing and Financing Activities: | ||||||||
Change in fair value of Class A ordinary shares subject to possible redemption | 8,943,381 | 10,527,118 | 8,039,334 | |||||
CIK000178115 Alussa Energy Acquisition Corp | As Originally Reported [Member] | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net Income (Loss) Attributable to Parent | 209,708 | (3,186,865) | ||||||
Non-Cash Investing and Financing Activities: | ||||||||
Change in fair value of Class A ordinary shares subject to possible redemption | 216,268 | (3,186,861) | ||||||
CIK000178115 Alussa Energy Acquisition Corp | As Originally Reported [Member] | Parent [Member] | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net Income (Loss) Attributable to Parent | (175,288) | (416,264) | 1,274,636 | 858,372 | 683,084 | |||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Net cash used in operating activities | (402,163) | (882,762) | (1,172,730) | |||||
Non-Cash Investing and Financing Activities: | ||||||||
Change in fair value of Class A ordinary shares subject to possible redemption | 1,274,640 | 858,373 | 683,090 | |||||
CIK000178115 Alussa Energy Acquisition Corp | Adjustments [Member] | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net Income (Loss) Attributable to Parent | (4,989,490) | (4,393,750) | ||||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Increase (Decrease) in Accounts Payable and Accrued Liabilities | 1,051,990 | |||||||
Non-Cash Investing and Financing Activities: | ||||||||
Change in fair value of Class A ordinary shares subject to possible redemption | (3,937,493) | (4,393,760) | ||||||
CIK000178115 Alussa Energy Acquisition Corp | Adjustments [Member] | Parent [Member] | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net Income (Loss) Attributable to Parent | (2,312,500) | 2,000,000 | 7,668,750 | 9,668,750 | 7,356,250 | |||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Increase (Decrease) in Accounts Payable and Accrued Liabilities | (7,668,750) | (9,668,750) | (7,356,250) | |||||
Net cash used in operating activities | 0 | 0 | 0 | |||||
Non-Cash Investing and Financing Activities: | ||||||||
Change in fair value of Class A ordinary shares subject to possible redemption | 7,668,741 | 9,668,745 | 7,356,244 | |||||
CIK000178115 Alussa Energy Acquisition Corp | As Restated [Member] | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net Income (Loss) Attributable to Parent | (4,779,782) | (7,580,615) | ||||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Increase (Decrease) in Accounts Payable and Accrued Liabilities | 1,051,990 | |||||||
Non-Cash Investing and Financing Activities: | ||||||||
Change in fair value of Class A ordinary shares subject to possible redemption | $ (3,721,225) | $ (7,580,621) | ||||||
CIK000178115 Alussa Energy Acquisition Corp | As Restated [Member] | Parent [Member] | ||||||||
Cash Flows from Operating Activities: | ||||||||
Net Income (Loss) Attributable to Parent | $ (2,487,788) | $ 1,583,736 | 8,943,386 | 10,527,122 | 8,039,334 | |||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
Increase (Decrease) in Accounts Payable and Accrued Liabilities | (7,668,750) | (9,668,750) | (7,356,250) | |||||
Net cash used in operating activities | (402,163) | (882,762) | (1,172,730) | |||||
Non-Cash Investing and Financing Activities: | ||||||||
Change in fair value of Class A ordinary shares subject to possible redemption | $ 8,943,381 | $ 10,527,118 | $ 8,039,334 |