FREYR Battery Form 3 FREYR Battery / Mingxing Lin ownership change

SEC Form 3

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^*

Lin Mingxing

(Last) (First) (Middle)

FREYR BATTERY, INC.

6&8 EAST COURT SQUARE, SUITE 300

(Street)

NEWNAN GA 30263

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/23/2024

3. Issuer Name and Ticker or Trading Symbol
FREYR Battery, Inc. /DE/ [ FREY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Strategy Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
Common Stock	81,800(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units (RSUs)	(2)	(2)	Shares of Common Stock	250,000	(3)	D

Explanation of Responses:

1. Consists of 6,800 shares of Common Stock purchased in open market transactions on December 17, 2024 at an average price of $1.71 per share and 75,000 shares of Common Stock purchased in open market transactions on December 17, 2024 at an average price of $1.75 per share.

2. The RSUs will vest in a single tranche on the first anniversary of the grant date on December 23, 2025, subject to the reporting person's continued service with the Company as its Chief Strategy Officer on such date.

3. The RSUs will be net settled in shares of Common Stock. Each RSU represents a right to receive one share of Common Stock granted pursuant to the FREYR Battery, Inc. 2021 Equity Incentive Plan (as amended and restated).

Remarks:

Exhibit List. Exhibit 24.1 - Power of Attorney

	/s/ Mingxing Lin	01/02/2025
	** 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).
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