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* Jensen Tom 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) 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) Form filed by One Reporting Person X 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)	1,590,953(2)	D(2)

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)(3)	(3)(4)	07/13/2026	Shares of Common Stock(5)	31,482	$10	D
Stock Options (right to buy)(3)	(3)(6)	07/13/2026	Shares of Common Stock(5)	31,481	$10	D
Stock Options (right to buy)(3)	(3)(7)	07/13/2026	Shares of Common Stock(5)	31,481	$10	D
Stock Options (right to buy)(3)	(3)(8)	07/13/2026	Shares of Common Stock(5)	566,667	$10	D
Stock Options (right to buy)	(3)(9)	06/07/2028	Shares of Common Stock(5)	250,000	$10	D
Warrants	(10)(11)	05/15/2024	Shares of Common Stock(12)	744,431	$0.95	I	By Self as co-owner of EDGE Global LLC(13)
Warrants	(10)(11)	09/30/2025	Shares of Common Stock(12)	687,219	$1.22	I	By Self as co-owner of EDGE Global LLC(13)

1. Name and Address of Reporting Person* Jensen Tom Einar (Last) (First) (Middle) 6&8 EAST COURT SQUARE SUITE 300 (Street) NEWNAN GA 30263 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* EDGE Global LLC (Last) (First) (Middle) 143 S 2ND ST APT. 601 (Street) PHILADELPHIA PA 19106 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Please see remarks.

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. Before the Redomiciliation, on August 22, 2022, Mr. Jensen completed the transfer of one-half (1/2) of the total number of Ordinary Shares then held by EDGE Global LLC ("EDGE Global") to his direct ownership; Mr. Jensen is a co-owner of EDGE Global and disclaims beneficial ownership of the securities held by EDGE Global except to the extent of his pecuniary interest therein.

3. Consists of compensatory options granted pursuant to the Jensen Employment Agreement (as defined herein). In accordance with the Agreement, on July 13, 2021, Mr. Jensen was granted 850,000 options to acquire Ordinary Shares at an exercise price of $10.00 (the "CEO Options") as compensation for his services as the then-Chief Executive Officer of the Predecessor Registrant. The CEO options are subject to nine separate performance criteria, each of which is related to one-ninth (1/9) of the total award amount. After the performance criteria are achieved and certified by the Predecessor Registrant's board of directors (the "Predecessor Board"), the options will vest in equal parts subsequent to the certification date on the stated dates of December 31, 2022, September 30, 2023 and June 1, 2024.

4. Consists of compensatory CEO Options awarded pursuant to the Jensen Employment Agreement. In accordance with the Agreement, 94,444 shares subject to the CEO Options were awarded by the Predecessor Board upon Mr. Jensen's achievement of one performance criteria and one-third (1/3) of such options vested on December 31, 2022.

5. 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 stock option agreement, dated as of July 13, 2021, by and between the Predecessor Registrant and Tom Einar Jensen (the "Jensen Agreement"), 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.

6. Consists of compensatory CEO Options awarded pursuant to the Jensen Employment Agreement. In accordance with the Agreement, 94,444 shares subject to the CEO Options were awarded by the Predecessor Board upon Mr. Jensen's achievement of one performance criteria and one-third (1/3) of such options vested on September 30, 2023.

7. Consists of compensatory CEO Options awarded pursuant to the Jensen Employment Agreement. In accordance with the Agreement, 94,444 shares subject to the CEO Options were awarded by the Predecessor Board upon Mr. Jensen's achievement of one performance criteria and one-third (1/3) of such options shall vest on June 1, 2024.

8. Consists of compensatory CEO Options awarded on July 13, 2021 pursuant to the Jensen Employment Agreement. In connection with Mr. Jensen's resignation as the then-Chief Executive Officer of the Predecessor Registrant, the Predecessor Board evaluated the remaining performance conditions and awarded full or pro-rata achievement for 566,667 of the remaining CEO Options, which reflected adjustments to certain of the performance criteria. Such CEO Options vest in equal parts on September 30, 2023 and June 1, 2024.

9. Consists of compensatory options awarded on August 10, 2023 pursuant to a consultancy agreement entered into between Mr. Jensen and the Predecessor Registrant (the "Consultancy Agreement"), relating to the provision of transitional and other services by Mr. Jensen. The Consultancy Agreement includes an award of 250,000 options to purchase Ordinary Shares with a market performance condition related to the Predecessor Registrant's share price. These compensatory options shall vest on August 21, 2024, with any other terms to be governed by the Predecessor Registrant's Equity Incentive Plan (amended and restated as of May 10, 2023).

10. On July 9, 2021 (the "Closing Date"), the Predecessor Registrant and certain other parties consummated a merger pursuant to that certain business combination agreement dated January 29, 2021 (the "Business Combination"). Prior to the Business Combination, EDGE Global was granted two series of warrants exercisable for shares of FREYR AS, the predecessor entity of the Predecessor Registrant ("FREYR Legacy") (collectively, the "FREYR EDGE Warrants"); the first series of FREYR EDGE Warrants was granted on July 8, 2020 and exercisable until May 15, 2024, and the second series of FREYR EDGE Warrants was granted on October 6, 2020 and exercisable until September 30, 2025. Each such warrant conferred an entitlement to subscribe for one ordinary share of FREYR Legacy. (continued on footnote 11)

11. (continued from footnote 10) On the Closing Date, the FREYR EDGE Warrants were exchanged for warrants of the Predecessor Registrant, determined on the basis of a prescribed exchange ratio, with the exercise price of each of the warrants of the Predecessor Registrant received in exchange for the first series of FREYR EDGE Warrants being $0.95 and the exercise price of each of the warrants of the Predecessor Registrant received in exchange for the second series of FREYR EDGE Warrants being $1.22. The terms of the warrants of the Predecessor Registrant issued in exchange for the FREYR EDGE Warrants were otherwise unchanged. After the Business Combination, each of these warrants was exercisable for one Ordinary Share within 60 days of the Closing Date.

12. Following the Redomiciliation, each outstanding FREYR EDGE Warrant exercisable for one Ordinary Share 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 these warrants immediately before the Redomiciliation.

13. Mr. Jensen is a co-owner of EDGE Global and disclaims beneficial ownership of the warrants held by EDGE Global except to the extent of his pecuniary interest therein.

Remarks:

Title: Founder and Executive Chairman of the Board of Directors Exhibit List Exhibit 24.1 - Power of Attorney (for Tom Einar Jensen); Exhibit 24.2 - Power of Attorney (for EDGE Global LLC)

	/s/ Tom Einar Jensen	01/10/2024
	EDGE Global LLC, By: /s/ Tom Einar Jensen	01/10/2024
	** Signature of Reporting Person	Date
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