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| CUSIP: L4135L100 | | | | |
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Explanatory Note
This Amendment No. 2 (“Amendment No. 2”) to a Statement on Schedule 13D relates to the ordinary shares (the “Public Shares”) of FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg (the “Issuer”), and amends the initial statement on Schedule 13D (the “Initial Statement”) filed by the Reporting Persons identified therein on July 19, 2021, as amended by Amendment No. 1 (“Amendment No. 1”) thereto filed on May 3, 2022 (as amended by Amendment No. 1 and this Amendment No. 2, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Initial Statement, as amended by Amendment No. 1. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Initial Statement, as amended by Amendment No. 1.
The filing of this Amendment No. 2, and the information contained in the Schedule 13D, shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by the Schedule 13D.
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| Item 2. Identity and Background |
Item 2 of this Statement on Schedule 13D is hereby amended and supplemented as follows:
The information set forth in the amended and restated Schedule A attached to Amendment No. 2 is incorporated by reference in Item 2 and supersedes the previously filed Schedule A.
Set forth on Schedule A is the name and present principal occupation or employment of each of the directors, managers and executive officers of each Reporting Person as of the date hereof. The business address for each of the directors, managers and executive officers listed on Schedule A, and the name and address of any corporation or other organization in which each such director’s, manager’s or executive officer’s employment is conducted, is c/o Koch Industries, Inc., 4111 East 37th Street North, Wichita, Kansas 67220.
(d)-(e) During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A to the Schedule 13D, (1) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f) All of the directors, managers and executive officers listed on Schedule A are citizens of, the United States.
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| Item 4. Purpose of the Transaction |
Item 4 of this Statement on Schedule 13D is hereby amended and replaced in its entirety by the following:
As of November 30, 2022, no employee or other representative of the Reporting Persons or their affiliates serves on the board of directors of the Issuer.
The Reporting Persons acquired the Public Shares reported on this Schedule 13D for investment purposes. The Reporting Persons review their investment in the Issuer on a continuing basis and intend to sell Public Shares from time to time, as they determine appropriate, depending upon market conditions. Sales of Public Shares may be made at any time and from time to time, in the open market (including, without limitation, under Rule 144 and/or pursuant to the resale registration statement filed by the Issuer), in privately negotiated transactions or otherwise. The Reporting Persons may also acquire additional securities of the Issuer from time to time depending upon market conditions.
Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; developments with respect to the business of the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.
