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* Kilde Einar (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) 08/08/2024	3. Issuer Name and Ticker or Trading Symbol FREYR Battery, Inc. /DE/ [ FREY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Development 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)

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
Warrants	(1)	07/09/2026	Shares of Common Stock	50,000	$11.5	D
Stock Options (right to buy)	(2)	01/29/2026	Shares of Common Stock	22,378	$0.95	D
Stock Options (right to buy)	(2)	01/29/2026	Shares of Common Stock	11,189	$1.114	D
Stock Options (right to buy)	(2)	01/29/2026	Shares of Common Stock	11,189	$5.06	D
Stock Options (right to buy)	(2)	01/29/2026	Shares of Common Stock	44,756	$3.29	D
Stock Options (right to buy)	(3)	07/09/2026	Shares of Common Stock	1,185	$10	D
Stock Options (right to buy)	(4)	09/01/2026	Shares of Common Stock	100,000	$10	D
Stock Options (right to buy)	(5)	06/09/2027	Shares of Common Stock	75,946	$8.47	D
Stock Options (right to buy)	(6)	09/07/2027	Shares of Common Stock	2,082	$12.95	D
Stock Options (right to buy)	(7)	05/22/2028	Shares of Common Stock	77,310	$7.55	D
Stock Options (right to buy)	(8)	01/15/2029	Shares of Common Stock	105,000	$1.55	D
Stock Options (right to buy)	(9)	03/15/2029	Shares of Common Stock	21,000	$1.43	D

Explanation of Responses:

1. Consists of warrants transferred to the holder in 2021 from Alussa Energy Sponsor LLC, one of the parties to the merger of the issuer's predecessor entity. Each outstanding warrant became exercisable for one share of Common Stock at an exercise price of $11.50 within 60 days of July 9, 2021.

2. Consists of compensatory options which vest annually over three years granted on January 29, 2021 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vested on January 29, 2022, one-third (1/3) vested on January 29, 2023, and one-third (1/3) vested on January 29, 2024. Options are typically forfeited when the employment relationship ends for employees.

3. Consists of compensatory options which vest annually over three years granted on July 9, 2021 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vested on July 9, 2022, one-third (1/3) vested on July 9, 2023, and one-third (1/3) vested on July 9, 2024. Options are typically forfeited when the employment relationship ends for employees.

4. Consists of compensatory options which vest annually over three years granted on September 1, 2021 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vested on September 1, 2022, one-third (1/3) vested on September 1, 2023, and one-third (1/3) vest on September 1, 2024 . Options are typically forfeited when the employment relationship ends for employees.

5. Consists of compensatory options which vest annually over three years granted on June 9, 2022 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vested on June 9, 2023, one-third (1/3) vested on June 9, 2024, and one-third (1/3) vest on June 9, 2025. Options are typically forfeited when the employment relationship ends for employees.

6. Consists of compensatory options which vest annually over three years granted on September 7, 2022 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vested on September 7, 2023, one-third (1/3) vest on September 7, 2024, and one-third (1/3) vest on September 7, 2025. Options are typically forfeited when the employment relationship ends for employees.

7. Consists of compensatory options which vest annually over three years granted on May 22, 2023 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vested on May 22, 2024, one-third (1/3) vest on May 22, 2025, and one-third (1/3) vest on May 22, 2026. Options are typically forfeited when the employment relationship ends for employees.

8. Consists of compensatory options which vest annually over three years granted on January 15, 2024 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vest on January 15, 2025, one-third (1/3) vest on January 15, 2026, and one-third (1/3) vest on January 15, 2027. Options are typically forfeited when the employment relationship ends for employees.

9. Consists of compensatory options which vest annually over three years granted on March 15, 2024 pursuant to the FREYR 2021 Equity Incentive Plan (amended and restated as of April 22, 2024). Of the shares subject to compensatory options, one-third (1/3) vest on March 15, 2025, one-third (1/3) vest on March 15, 2026, and one-third (1/3) vest on March 15, 2027. Options are typically forfeited when the employment relationship ends for employees.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ Einar Kilde	08/19/2024
	** Signature of Reporting Person	Date
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