0001992243-24-000084.txt : 20240424 0001992243-24-000084.hdr.sgml : 20240424 20240424092129 ACCESSION NUMBER: 0001992243-24-000084 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231231 FILED AS OF DATE: 20240424 DATE AS OF CHANGE: 20240424 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Steen Birger CENTRAL INDEX KEY: 0002005895 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41903 FILM NUMBER: 24867004 MAIL ADDRESS: STREET 1: 6&8 EAST COURT SQUARE STREET 2: SUITE 300 CITY: NEWNAN STATE: GA ZIP: 30263 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FREYR Battery, Inc. /DE/ CENTRAL INDEX KEY: 0001992243 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS & ACCESSORIES [3670] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 933205861 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6&8 EAST COURT SQUARE STREET 2: SUITE 300 CITY: NEWNAN STATE: GA ZIP: 30263 BUSINESS PHONE: 678-632-3112 MAIL ADDRESS: STREET 1: 6&8 EAST COURT SQUARE STREET 2: SUITE 300 CITY: NEWNAN STATE: GA ZIP: 30263 3/A 1 wk-form3a_1713964877.xml FORM 3/A X0206 3/A 2023-12-31 2024-01-10 0 0001992243 FREYR Battery, Inc. /DE/ FREY 0002005895 Steen Birger 6&8 EAST COURT SQUARE SUITE 300 NEWNAN GA 30263 1 1 0 0 Chief Executive Officer Shares of Common Stock 60000 D Stock Options (right to buy) 6.77 2028-08-21 Shares of Common Stock 468630 D 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. 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. 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. 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. /s/ Are L. Brautaset, as Attorney-in-Fact 2024-04-20