FREYR Battery Form 3 FREYR Battery / Daniel Barcelo 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^*

Barcelo Daniel

(Last) (First) (Middle)

6&8 EAST COURT SQUARE

SUITE 300

(Street)

NEWNAN GA 30263

(City) (State) (Zip)

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 ]

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

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

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)
Shares of Common Stock(1)	475,000	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
Stock Options (right to buy)	(2)	06/15/2027	Shares of Common Stock(3)	50,000	10	D
Stock Options (right to buy)	(4)	08/18/2027	Shares of Common Stock(3)	50,000	11.83	D
Stock Options (right to buy)	(5)	06/27/2028	Shares of Common Stock(3)	50,000	7.68	D
Warrants	(6)(7)	07/09/2026	Shares of Common Stock(7)	224,999	11.5	D

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. Consists of compensatory options which vest annually over three years granted on June 15, 2022 pursuant to the Predecessor Registrant's 2021 Equity Incentive Plan (amended and restated as of May 10, 2023) (the "FREYR 2021 LTIP"). 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.

3. 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 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.

4. 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.

5. 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.

6. 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 249,999 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 7)

7. (continued from footnote 6) 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.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ Daniel Barcelo	01/10/2024
	** Signature of Reporting Person	Date
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