FREYR Battery Form 3/A FREYR Battery / Birger Steen 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^*

Steen Birger

(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
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/10/2024

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)	60,000	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)	08/21/2028	Shares of Common Stock(3)	468,630(4)	6.77	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 August 21, 2023 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of May 10, 2023). Of the shares subject to compensatory options, one-third (1/3) vest on August 21, 2024, one-third (1/3) vest on August 21, 2025, and one-third (1/3) vest on August 21, 2026. Options are typically forfeited when the employment relationship ends for employees.

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 Equity Incentive Plan (amended and restated as of May 10, 2023), 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. The original Form 3, filed on January 10, 2024, is being amended by this Form 3 to provide clarificatory language regarding the vesting of the options described therein and to correct an administrative error that misreported the number of options granted to the reporting person on August 21, 2023. This amendment correctly reports the number of options granted to the reporting person on August 21, 2023.

Remarks:

	/s/ Are L. Brautaset, as Attorney-in-Fact	04/20/2024
	** 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).
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