SEC FORM 3

SEC FORM 3 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^*

Brose Michael

(Last)

(First)

(Middle)

6&8 EAST COURT SQUARE

SUITE 300

(Street)

NEWNAN

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 Operating 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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options (right to buy)	⁽¹⁾	09/07/2027	Shares of Common Stock	25,881	$12.95	D
Stock Options (right to buy)	⁽²⁾	11/22/2027	Shares of Common Stock	100,000	$14.37	D
Shares of Common Stock	⁽³⁾	05/22/2028	Stock Options (right to buy)	53,808	$7.55	D
Stock Options (right to buy)	⁽⁴⁾	01/15/2029	Shares of Common Stock	100,850	$1.55	D

Explanation of Responses:

1. 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.

2. Consists of compensatory options which vest annually over three years granted on November 22, 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 November 22, 2023, one-third (1/3) vest on November 22, 2024, and one-third (1/3) vest on November 22, 2025. Options are typically forfeited when the employment relationship ends for employees.

3. 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.

4. 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.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ Michael Brose	08/19/2024
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3 filed by new insider Brose Michael