| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/31/2023 |
3. Issuer Name and Ticker or Trading Symbol
FREYR Battery, Inc. /DE/ [ FREY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Shares of Common Stock(1) | 1,181,326(2) | D(2) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options (right to buy) | (3) | 07/09/2026 | Shares of Common Stock(4) | 100,000 | 10 | D | |
| Stock Options (right to buy) | (5) | 08/18/2027 | Shares of Common Stock(4) | 50,000 | 11.83 | D | |
| Stock Options (right to buy) | (6) | 06/27/2028 | Shares of Common Stock(4) | 50,000 | 7.68 | D | |
| Warrants | (7)(8) | 07/09/2026 | Shares of Common Stock(9) | 100,000 | 11.5 | D | |
| Warrants | (10)(11) | 05/15/2024 | Shares of Common Stock(9) | 744,431(12) | 0.95 | D | |
| Warrants | (10)(11) | 05/15/2024 | Shares of Common Stock(9) | 744,431 | 0.95 | I | By Self as co-owner of Edge Global LLC(13) |
| Warrants | (10)(11) | 09/30/2025 | Shares of Common Stock(9) | 687,219 | 1.22 | I | By Self as co-owner of EDGE Global LLC(13) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. As described in the issuer's registration statement on Form S-4 (File No. 333-274434) (the "Registration Statement"), following the redomiciliation of FREYR Battery, the issuer's predecessor registrant (the "Predecessor Registrant") from Luxembourg to the State of Delaware on December 31, 2023 (the "Redomiciliation") each of the issued and outstanding ordinary shares of the Predecessor Registrant ("Ordinary Shares") immediately prior to the Redomiciliation, were canceled and the issuer issued as consideration therefor new duly authorized, validly issued, fully paid and non-assessable common stock of the issuer, par value $0.01 per share (the "Common Stock"), to the shareholders of the Predecessor Registrant on a one-to-one basis. |
| 2. Before the Redomiciliation, on August 22, 2022, Mr. Matrai completed the transfer of one-half (1/2) of the total number of Ordinary Shares then held by EDGE Global LLC ("EDGE Global") to his direct ownership; Mr. Matrai is a co-owner of EDGE Global and disclaims beneficial ownership of the securities held by EDGE Global except to the extent of his pecuniary interest therein. |
| 3. Consists of compensatory options which vest annually over three years granted on May 10, 2022 pursuant to the FREYR 2021 LTIP (as defined herein). One-third (1/3) of the shares subject to compensatory options vested on July 9, 2022. One-third (1/3) of the shares subject to compensatory options vested on July 9, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on July 9, 2024. Options typically are not forfeited for directors once their directorship relationship ends. |
| 4. As described in the issuer's Registration Statement, following the Redomiciliation, each right and obligation under the Predecessor Registrant's equity-based benefit and compensation plans and programs and agreements providing for the grant or award of restricted stock, stock units, stock options, warrants, stock appreciation rights, performance shares, performance units, dividend equivalent rights, and share awards, including the FREYR 2021 Equity Incentive Plan (amended and restated as of May 10, 2023) (the "FREYR 2021 LTIP"), was assumed by the issuer and converted to a corresponding equity award with respect to shares of the Common Stock on a one-to-one basis and each equity or equity-based award granted under the Predecessor Registrant was canceled and the recipient had no right or interest in such award or any underlying Ordinary Shares other than receipt of a corresponding equity or equity-based award with respect to Common Stock. |
| 5. Consists of compensatory options which vest annually over three years granted on August 18, 2022 pursuant to the FREYR 2021 LTIP. One-third (1/3) of the shares subject to compensatory options vested on August 18, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on August 18, 2024. One-third (1/3) of the shares subject to compensatory options shall vest on August 18, 2025. Options typically are not forfeited for directors once their directorship relationship ends. |
| 6. Consists of compensatory options which vest annually over three years granted on June 27, 2023 pursuant to the FREYR 2021 LTIP. One-third (1/3) of the shares subject to compensatory options shall vest on June 27, 2024. One-third (1/3) of the shares subject to compensatory options shall vest on June 27, 2025. One-third (1/3) of the shares subject to compensatory options shall vest on June 27, 2026. Options typically are not forfeited for directors once their directorship relationship ends. |
| 7. On July 9, 2021 (the "Closing Date"), Alussa Energy Acquisition Corp. ("Alussa"), Alussa Energy Sponsor LLC (the "Sponsor"), the Predecessor Registrant and certain other parties consummated a merger pursuant to that certain business combination agreement dated January 29, 2021 (the "Business Combination"). Following the Closing Date, the Sponsor transferred 100,000 warrants (such warrants were originally issued by Alussa in a private placement at the time of Alussa's initial public offering and subsequently exchanged for an equivalent number of warrants of the Predecessor Registrant during the Business Combination) to the reporting person. After the Business Combination, each of these warrants was exercisable for one Ordinary Share within 60 days of the Closing Date. (continued on footnote 8) |
| 8. (continued from footnote 7) Following the Redomiciliation, each outstanding warrant of the Predecessor Registrant exercisable for one Ordinary Share at an exercise price of $11.50 became exercisable for one Common Stock and the issuer assumed the Predecessor Registrant's rights and obligations thereto, on the same terms as those that governed the warrants immediately before the Redomiciliation. |
| 9. Following the Redomiciliation, each outstanding FREYR EDGE Warrant (as defined herein) exercisable for one Ordinary Share became exercisable for one Common Stock and the issuer assumed the Predecessor Registrant's rights and obligations thereto, on the same terms as those that governed these warrants immediately before the Redomiciliation. |
| 10. Prior to the Business Combination, EDGE Global was granted two series of warrants exercisable for shares of FREYR AS, the predecessor entity of the Predecessor Registrant ("FREYR Legacy") (collectively, the "FREYR EDGE Warrants"); the first series of FREYR EDGE Warrants was granted on July 8, 2020 and exercisable until May 15, 2024, and the second series of FREYR EDGE Warrants was granted on October 6, 2020 and exercisable until September 30, 2025. Each such warrant conferred an entitlement to subscribe for one ordinary share of FREYR Legacy. (continued on footnote 11) |
| 11. (continued from footnote 10) On the Closing Date, the FREYR EDGE Warrants were exchanged for warrants of the Predecessor Registrant, determined on the basis of a prescribed exchange ratio, with the exercise price of each of the warrants of the Predecessor Registrant received in exchange for the first series of FREYR EDGE Warrants being $0.95 and the exercise price of each of the warrants of the Predecessor Registrant received in exchange for the second series of FREYR EDGE Warrants being $1.22. The terms of the warrants of the Predecessor Registrant issued in exchange for the FREYR EDGE Warrants were otherwise unchanged. After the Business Combination, each of these warrants was exercisable for one Ordinary Share within 60 days of the Closing Date. |
| 12. On November 30, 2023, Mr. Matrai completed the transfer of 744,431 FREYR EDGE Warrants then held by EDGE Global to his direct ownership. |
| 13. Mr. Matrai is a co-owner of EDGE Global and disclaims beneficial ownership of the warrants held by EDGE Global except to the extent of his pecuniary interest therein. |
| Remarks: |
| Title: Co-Founder and Director Exhibit List Exhibit 24.1 - Power of Attorney (for Balazs Peter Matrai); Exhibit 24.2 - Power of Attorney (for EDGE Global LLC) |
| /s/ Balazs Peter Matrai | 01/10/2024 | |
| EDGE Global LLC, By: /s/ Balazs Peter Matrai | 01/10/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes and appoints Are L. Brautaset as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of FREYR Battery, Inc. (the “Company”), any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”) and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of January, 2024. By: /s/ Balazs Peter Matrai Print: Balazs Peter Matrai
POWER OF ATTORNEY KNOW ALL BY THESE PRESENT, that the undersigned hereby constitutes and appoints Are L. Brautaset as the undersigned’s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of FREYR Battery, Inc. (the “Company”), any and all Forms 3, 4 and 5 required to be filed by the undersigned in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”) and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”) and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that no such attorney-in-fact, in serving in such capacity at the request of the undersigned, is hereby assuming, nor is the Company hereby assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of January, 2024. By: /s/ Balazs Peter Matrai Print: EDGE Global LLC