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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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FREYR Battery, Inc. /DE/ (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
35834F104 (CUSIP Number) |
Todd J. Kantor Encompass Capital Advisors LLC, 200 Park Avenue, 16th Floor New York, NY, 10166 646-351-8450 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/23/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 35834F104 |
| 1 |
Name of reporting person
Encompass Capital Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,818,733.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
Includes (a) 13,463,268 shares of Common Stock and (b) 355,465 warrants, which are exercisable into shares of Common Stock.
SCHEDULE 13D
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| CUSIP No. | 35834F104 |
| 1 |
Name of reporting person
Encompass Capital Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,599,716.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Includes (a) 9,247,785 shares of Common Stock and (b) 351,931 warrants, which are exercisable into shares of Common Stock.
SCHEDULE 13D
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| CUSIP No. | 35834F104 |
| 1 |
Name of reporting person
Kantor Todd J. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,818,733.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Includes (a) 13,463,268 shares of Common Stock and (b) 355,465 warrants, which are exercisable into shares of Common Stock. Mr. Kantor is the managing member of each of Encompass Capital Advisors LLC and Encompass Capital Partners LLC. Mr. Kantor disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
FREYR Battery, Inc. /DE/ |
| (c) | Address of Issuer's Principal Executive Offices:
6&8 EAST COURT SQUARE, SUITE 300, NEWNAN,
GEORGIA
, 30263. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
As further described in Item 4 below, pursuant to the Purchase Agreement, at the Closing, certain funds and accounts managed by ECA acquired 5,000,000 shares of Preferred Shares for $50.0 million. | |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
On December 23, 2024, the Issuer completed the previously announced transactions contemplated under the Transaction Agreement entered into with the Seller on November 6, 2024 for the acquisition of all legal and beneficial ownership in the shares of capital stock of Trina Solar US Holding Inc., a Delaware corporation, which owns, directly or indirectly, all legal and beneficial ownership in the shares of capital stock of, or other ownership, membership or equity interest in (a) TUMH, (b) TUMA, (c) TUM 1, and (d) TUM 2 (the "Closing").
At Closing, in connection with the Issuer's efforts to finance in part the construction, commissioning and ramp-up related to the solar cell manufacturing facility to be developed by TUM 2, including general corporate purposes related to the assets to be acquired by the Issuer pursuant to the transaction, the Issuer issued a first tranche of 5,000,000 shares of its Preferred Shares to certain funds and accounts managed by ECA in exchange for $50.0 million pursuant to the terms of the Purchase Agreement. Following the Closing and at the Issuer's sole discretion upon proceeding to a final investment decision on TUM 2, the Issuer may issue an additional second tranche of 5,000,000 shares of Preferred Shares to such funds in exchange for $50.0 million. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 155,937,847 shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") outstanding, which is the total number of Shares outstanding as of December 23, 2024, based on information received from the Issuer.
The ownership of each Reporting Person in this Item 5 includes the Shares issuable upon the exercise of warrants that are exercisable within 60 days.
Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and, accordingly, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. However, each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
A. ECA
Amount beneficially owned: 13,818,733 Shares
Percentage: Approximately 8.8%
B. ECP
Amount beneficially owned: 9,599,716 Shares
Percentage: Approximately 6.1%
C. Mr. Kantor
Amount beneficially owned: 13,818,733 Shares
Percentage: Approximately 8.8% |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
A. ECA
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 13,818,733
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 13,818,733
B. ECP
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 9,599,716
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 9,599,716
C. Mr. Kantor
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 13,818,733
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 13,818,733 |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
Except for the acquisition of the Preferred Shares in connection with the Closing as further described in Items 4 and 6, the Reporting Persons have not entered into any transactions in the securities of the Issuer during the past sixty days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
The Reporting Persons' response to Item 4 is incorporated by reference into this Item 6. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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