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                               October 17, 2023

       Oscar K. Brown
       Principal Financial Officer
       FREYR Battery, Inc.
       1209 Orange Street
       Wilmington, Delaware 19801

                                                        Re: FREYR Battery, Inc.
                                                            Amendment No. 1
                                                            Registration
Statement on Form S-4
                                                            Filed on October
13, 2023
                                                            File No. 333-274434

       Dear Oscar K. Brown:

            We have reviewed your amended registration statement and have the
following
       comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our September 29,
2023 letter.

       Form S-4/A

       Risk Factors
       The FREYR Delaware Amended and Restated Certificate of Incorporation and
Bylaws will
       designate the Court of Chancery..., page 22

   1.                                                   We note that your forum
selection provision identifies the Court of Chancery of the State
                                                        of Delaware as the
exclusive forum for certain litigation, including any    derivative
                                                        action.    Please
disclose whether this provision applies to actions arising under the
                                                        Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange
                                                        Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or
                                                        liability created by
the Exchange Act or the rules and regulations thereunder, and Section
                                                        22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all
                                                        suits brought to
enforce any duty or liability created by the Securities Act or the rules and
 Oscar K. Brown
FREYR Battery, Inc.
October 17, 2023
Page 2
      regulations thereunder. If the provision applies to Securities Act
claims, please also revise
      your prospectus to state that there is uncertainty as to whether a court
would enforce such
      provision and that investors cannot waive compliance with the federal
securities laws and
      the rules and regulations thereunder. If this provision does not apply to
actions arising
      under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
      provision in the governing documents states this clearly, or tell us how
you will inform
      investors in future filings that the provision does not apply to any
actions arising under the
      Securities Act or Exchange Act.
2.    Please ensure that your disclosure is consistent with the scope of the
provisions in
      your Amended and Restated Certificate of Incorporation and Bylaws.
      Please contact Jenny O'Shanick at 202-551-8005 or Asia Timmons-Pierce at
202-551-
3754 with any other questions.



                                                             Sincerely,
FirstName LastNameOscar K. Brown
                                                             Division of
Corporation Finance
Comapany NameFREYR Battery, Inc.
                                                             Office of
Manufacturing
October 17, 2023 Page 2
cc:       Denis Klimentchenko
FirstName LastName