TE / T1 Energy Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Common Stock of FREYR Battery, Inc.

FREY / FREYR Battery, Inc. / Teknovekst Invest AS - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* FREYR Battery, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 35834F104 (CUSIP N

FREY / FREYR Battery, Inc. / Wood River Capital, LLC - SC 13D/A Activist Investment

SC 13D/A 1 d856661dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) FREYR Battery, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 35834F104 (CUSIP Number) Koch, Inc. 4111 East 37th Street North Wichita, Kansas 67220 Attn: Raffaele G. Fazio (316) 82

JOINT FILING AGREEMENT

EX-99.2 2 d856661dex992.htm EX-99.2 EXHIBIT 99.2 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.01 per share, of FREYR Battery, Inc. (this “Agreement”), is b

FREY.WS / FREYR Battery, Inc. - Equity Warrant / Encompass Capital Advisors LLC Passive Investment

SC 13G/A 1 encompass-freyr12312023a3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* FREYR Battery (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 35834F104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40581 FREYR Battery (Exact name of registrant as specified in its charte

As filed with the U.S. Securities and Exchange Commission on January 4, 2024

As filed with the U.S. Securities and Exchange Commission on January 4, 2024 Registration Statement No. 333-273862 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FREYR Battery, Inc. (Exact name of registrant as specified in its charter) Delaware 93-3205861 (State or other jur

As filed with the U.S. Securities and Exchange Commission on January 4, 2024

As filed with the U.S. Securities and Exchange Commission on January 4, 2024 Registration Statement No. 333-261725 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FREYR Battery, Inc. (Exact name of registrant as specified in its charter) Delaware 93-3205861 (State or other jur

Amended and Restated Certificate of Incorporation of FREYR Battery, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on January 2, 2024).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FREYR BATTERY, INC. Pursuant to Sections 242 and 245 of the Delaware General Corporation Law FREYR Battery, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "GCL"), does hereby certify as follows: (1)The name of the Corporation is FREYR Battery, Inc. The or

Amended and Restated Bylaws of FREYR Battery, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on January 2, 2024).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF FREYR BATTERY, INC. A Delaware Corporation Effective December 31, 2023 Exhibit 3.2 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 1 Section 4. Notice 2 Section 5. Adjournments and P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2024 FREYR Battery (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2024 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission Fil

Amendment No. 2 to the Warrant Agreement, dated December 31, 2023, among Alussa Energy Acquisition Corp., FREYR Battery, FREYR Battery, Inc. and Continental Stock Transfer & Trust Company

Exhibit 4.1 AMENDMENT NO. 2 TO WARRANT AGREEMENT This Amendment No. 2 to the Warrant Agreement (this “Amendment”) is made as of December 31, 2023 by and among FREYR Battery, Inc., a Delaware corporation (the “Company”), Alussa Energy Acquisition Corp., a Cayman Islands exempted company (“Alussa”), FREYR Battery, a public limited liability company (société anonyme) incorporated under the laws of Lu

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News Release FREYR Battery Completes Redomicile from Luxembourg to the U.S. New York, Oslo, and Newnan, Georgia, January 2, 2024, FREYR Battery, Inc. (NYSE: FREY) (“FREYR” or the “Company”), a developer of clean, next-generation battery cell production capacity, completed its previously announced process to redomicile from Luxembourg to the United States effective December 31, 2023. In connection

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 16, 2024, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2023 FREYR Battery (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2023 FREYR Battery (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 7, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2023 FREYR Battery (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission F

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Exhibit 99.2 News Release FREYR Battery Announces New Organizational Structure and Leadership Changes New York, Oslo, and Luxembourg, November 27, 2023, FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”), a developer of clean, next-generation battery cell production capacity, has announced organizational optimizations, including leadership changes intended to align resources with FREYR’s busine

***

Exhibit 99.1 News Release FREYR Battery Appoints Jessica Wirth Strine to Board of Directors New York, Oslo, and Luxembourg, November 27, 2023, FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”), a developer of clean, next-generation battery cell production capacity, has announced the appointment of Jessica Wirth Strine to FREYR’s Board of Directors. Jessica Wirth Strine, a U.S.-based executive

FREY / FREYR Battery / Teknovekst Invest AS - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* FREYR Battery (Name of Issuer) Ordinary Shares (Title of Class of Securities) L4135L100 (CUSIP Number) Stig André Tanum Chairma

JOINT FILING AGREEMENT

EX-99.1 2 ex99-1.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Ordinary Shares of FREYR Battery. This Joint Filing Agreem

FREYR Battery Publishes Shareholder Letter

Exhibit 99.1 News Release FREYR Battery Publishes Shareholder Letter New York, Oslo and Luxembourg, November 13, 2023, FREYR Battery (NYSE: FREY) (“FREYR”) has published a letter to shareholders co-authored by Co-Founder and Executive Chairperson Tom Einar Jensen and Chief Executive Officer Birger Steen. The content of the shareholder letter, which is posted to the investor relations section of FR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2023 FREYR Battery (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission F

1 3Q 2023 CONFERENCE CALL # November 9, 2023 2 Forward Looking Statements IMPORTANT NOTICES All statements, other than statements of present or historical fact included in this presentation, including, without limitation, FREYR Battery’s (“FREYR”) ab

1 3Q 2023 CONFERENCE CALL # November 9, 2023 2 Forward Looking Statements IMPORTANT NOTICES All statements, other than statements of present or historical fact included in this presentation, including, without limitation, FREYR Battery’s (“FREYR”) ability to achieve automated, in-spec, customer-testable battery production beyond 4Q 2023; the development, financing, construction, timeline, capacity

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40581 FREYR

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission Fi

FREYR BATTERY CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) September 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 299,419 $ 443,063 Restricted cash 28,442 119,982 Prepaid assets 5,690 8,293 Other current asset

News Release FREYR Battery Reports Third Quarter 2023 Results New York, Oslo, and Luxembourg, November 9, 2023, FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”), a developer of clean, next-generation battery cell production capacity, today reported financial results for the third quarter of 2023.

FREY / FREYR Battery / ATS AS - SCHEDULE 13D - AMENDMENT NO. 1 Activist Investment

SC 13D/A 1 sc13da1.htm SCHEDULE 13D - AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* FREYR Battery (Name of Issuer) Ordinary Shares (Title of Class of Securi

Sincerely, /s/ Tom Einar Jensen Mr. Tom Einar Jensen Executive Chairman November 6, 2023 FREYR Battery société anonyme Registered office: 22-24, Boulevard Royal, L-2449 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B 251199 (the "Company")

Exhibit 99.2 Dear Shareholders, I am pleased to inform you that FREYR Battery, a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 22-24, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies' Register (Registre de Commerce et d

PROXY STATEMENT To the Shareholders of FREYR Battery: Our board of directors unanimously approved, on August 10, 2023, and is submitting to our shareholders for approval at an extraordinary general meeting of shareholders to be held on December 15, 2

PROXY STATEMENT To the Shareholders of FREYR Battery: Our board of directors unanimously approved, on August 10, 2023, and is submitting to our shareholders for approval at an extraordinary general meeting of shareholders to be held on December 15, 2023 (the “FREYR Special Meeting”), a proposal that would result in a corporate reorganization of FREYR Battery, a public limited liability company (so

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2023 FREYR Battery (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission Fi

1. in case you vote electronically on www.proxyvote.com, please send an e-mail to [email protected] with, in attachment, the present accompanying supplement duly filled out with your selected option, and in addition, if you select option 2 or optio

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Exhibit 99.1 News Release FREYR Battery Provides Update on U.S. Redomiciling New York, Oslo and Luxembourg, November 6, 2023, FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”), a developer of clean, next-generation battery cell production capacity, has announced that it will be holding an extraordinary general meeting of shareholders on December 15, 2023 (the “EGM”), in connection with its pre

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 13, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission Fi

Merger Agreement and Plan of Merger, by and between FREYR Battery and FREYR Battery, Inc., dated October 13, 2023 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 18, 2023).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between FREYR BATTERY and FREYR BATTERY, INC. dated as of October 13, 2023 TABLE OF CONTENTS Page ARTICLE I MERGER; REDOMICILIATION Section 1.1 The Merger 2 Section 1.2 The Redomiciliation 3 Section 1.3 Governing Documents 3 Section 1.4 Officers and Directors 3 ARTICLE II TREATMENT OF SECURITIES Section 2.1 Treatment of Ordinary Shares and FREYR Warr

), dated as of September 29, 2023, by and between FREYR Battery and FREYR Battery, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 5, 2023).

Exhibit 2.1 FREYR Battery, Inc. Corporation c/o The Corporation Trust Company Corporation Trust Center 1209 Orange Street, Wilmington County of New Castle, Delaware 19801 États-Unis d’Amérique Secretary of State of Delaware: 7530788 FREYR Battery Société anonyme 22-24, Boulevard Royal L-2449 Luxembourg Grand-Duché de Luxembourg R.C.S. Luxembourg: B 251199 COMMON DRAFT TERMS OF CROSS-BORDER MERGER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2023 FREYR Battery

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 29, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2023 FREYR Battery (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission F

FREYR Battery Files Form S-4 for Redomicile from Luxembourg to U.S.

Exhibit 99.1 News Release FREYR Battery Files Form S-4 for Redomicile from Luxembourg to U.S. New York, Oslo and Luxembourg, September 11, 2023, FREYR Battery (NYSE: FREY) (“FREYR”), a developer of clean, next-generation battery cell production capacity, announced that its wholly owned affiliate, FREYR Battery, Inc., a United States Delaware corporation, has filed an S-4 registration statement wit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 FREYR Battery (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission Fil

Employment Agreement entered into on July 6, 2023 between FREYR Battery and Birger Steen (incorporated by reference to Exhibit 10.3 of FREYR Battery’s Current Report on Form 8-K filed with the SEC on August 10, 2023).

Exhibit 10.3 This CONTRACT OF EMPLOYMENT (the "Contract") is made between FREYR Battery (sodete anonyme) with office at 22-24, Boulevard Royal, L - 2449 Luxembourg, registered at the R.C.S. Luxembourg under number B 251199 (hereinafter referred to as "FREYR", the "Company" or the "Employer") and Birger Steen (hereinafter referred to as the "Employee") 1Position, term, place of work, reporting line

FREYR Battery Announces Appointments to Senior Management and Board of Directors

Exhibit 99.1 News Release FREYR Battery Announces Appointments to Senior Management and Board of Directors Previous Microsoft executive Birger Steen appointed Chief Executive Officer and to Board of Directors; Co-founder and CEO Tom Einar Jensen appointed Executive Chair of Board of Directors; Founder and Executive Chair Torstein Dale Sjøtveit retiring as part of succession plan New York, Oslo, an

2Q 2023 Conference Call August 10, 2023 Important notices ✓ [Reserve space for potential new member] ✓ Steering committee formed ✓ Initial evaluations of commercial opportunities underway 2 Forward looking statements All statements, other than statem

2Q 2023 Conference Call August 10, 2023 Important notices ✓ [Reserve space for potential new member] ✓ Steering committee formed ✓ Initial evaluations of commercial opportunities underway 2 Forward looking statements All statements, other than statements of present or historical fact included in this presentation, including, without limitation, the development, financing, construction, timeline, c

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 10, 2023 (June 8, 2023) FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation)

Amended and Restated Settlement Agreement entered into on August 10, 2023 between FREYR Battery Norway AS, FREYR Battery and Tom Einar Jensen (incorporated by reference to Exhibit 10.1 of FREYR Battery’s Current Report on Form 8-K filed with the SEC on August 10, 2023).

Exhibit 10.1 Dated 10 August 2023 (A)Freyr Battery Norway AS (B)FREYR Battery and (B)Tom Einar Jensen AMENDED AND RESTATED SETTLEMENT AGREEMENT THIS AMENDED AND RESTATED SETTLEMENT AGREEMENT is made the 10th day of August 2023 among: Freyr Battery Norway AS, a company incorporated in Norway with the organization number 929 340 019, the successor of Freyr AS, (the "Company"); FREYR Battery, a corpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40581 FREYR Batt

Consultancy Agreement entered into on August 10, 2023 between FREYR Battery and Tom Einar Jensen (incorporated by reference to Exhibit 10.2 of FREYR Battery’s Current Report on Form 8-K filed with the SEC on August 10, 2023).

Exhibit 10.2 CONSULTANCY AGREEMENT This Consultancy Agreement (this “Agreement”) is entered into by and between FREYR Battery, a company in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce des Sociétés) under number B 251199 (the “C

Retirement Agreement between FREYR Battery SA and Torstein Dale Sjøtveit (incorporated by reference to Exhibit 10.4 of FREYR Battery’s Current Report on Form 8-K filed with the SEC on August 10, 2023).

Exhibit 10.4 RETIREMENT OF EXECUTIVE CHAIRMAN AGREEMENT (the Retirement Agreement) between FREYR Battery SA (the Company) and Torstein Dale Sjøtveit (the Executive Chairman) (jointly referred to as the Parties) The Parties agree that the role of an executive chairman of the Company contemplated by the executive chairman agreement dated 3 June 2021 and its annexes (the Agreement) shall terminate wi

As filed with the U.S. Securities and Exchange Commission on August 10, 2023

As filed with the U.S. Securities and Exchange Commission on August 10, 2023 Registration Statement No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg Not Applicable (State or other jurisdiction of incorporation) (IRS Employer Ide

2021 Equity Incentive Plan (amended and restated as of May 10, 2023) (incorporated by reference to Exhibit 99.1 of FREYR Battery’s Registration Statement on Form S-8 filed with the SEC on August 10, 2023).

Exhibit 99.1 FREYR BATTERY 2021 EQUITY INCENTIVE PLAN (amended and restated as of May 10, 2023) 1.Purposes of the Plan. The purposes of this Plan are (a) to attract and retain the best available personnel to ensure the Company’s success and accomplish the Company’s goals; (b) to incentivize Employees, Directors and Independent Contractors with long-term equity-based compensation to align their int

FORM S-8 (Form Type) FREYR BATTERY (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maxi

Exhibit 107 FORM S-8 (Form Type) FREYR BATTERY (Exact Name of Registrant as Specified in its Charter) Table I: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Equity Ordinary Shares, no nominal value (the “Ordinary Shares”), which consist of Ordinary Shares outstanding and/or reserved for future issuance pursuant to the 2021 Equity Incentive Plan (as amended and restated) Other (4) 13,400,000(3) $8.

FREYR BATTERY CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) June 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 334,364 $ 443,063 Restricted cash 49,425 119,982 Prepaid assets 4,250 8,293 Other current assets 6,8

News Release FREYR Battery Reports Second Quarter 2023 Results New York, Oslo, and Luxembourg, August 10, 2023, FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”), a developer of clean, next-generation battery cell production capacity, today reported financial results for the second quarter of 2023.

FREYR Battery Awarded €100 Million EU Innovation Fund Grant

News Release FREYR Battery Awarded €100 Million EU Innovation Fund Grant NEW YORK, OSLO, Norway & LUXEMBOURG, July 13, 2023, FREYR Battery (NYSE: FREY) (“FREYR”), a developer of clean, next-generation battery cell production capacity, has announced that the company has been awarded a €100 million grant from the European Union (“EU”) to support development of FREYR’s Giga Arctic project in Norway.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 (July 13, 2023) FRE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 (July 13, 2023) FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 (June 20, 2023) FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2023 FREYR Battery (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File

* * *

FREYR Battery SA 22-24, Boulevard Royal, L-2449 Luxembourg Grand Duchy of Luxembourg June 5, 2023 VIA EDGAR Eiko Yaoita Pyles Claire Erlanger Division of Corporation Finance Office of Manufacturing U.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File N

Signature [PLEASE SIGN WITHIN BOX] Date Signature [PLEASE SIGN WITHIN BOX] Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: FREYR BATTERY FREYR Battery 22-24, BOULEVARD ROYAL L-2449 LUXEMBOURG GRAND DUCHY OF LUXEMBOURG (the “Company”)

ex992-freyrbatteryxshare Signature [PLEASE SIGN WITHIN BOX] Date Signature [PLEASE SIGN WITHIN BOX] Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: FREYR BATTERY FREYR Battery 22-24, BOULEVARD ROYAL L-2449 LUXEMBOURG GRAND DUCHY OF LUXEMBOURG (the “Company”) V14434-P91303 For Against Abstain For Against Abstain For Against Abstain 2.

FREYR Battery société anonyme Registered office: 22-24, Boulevard Royal, L-2449 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg: B 251199 (the "Company")

Dear Shareholders, I am pleased to inform you that the annual general meeting of shareholders (the "Annual General Meeting") and the extraordinary general meeting of shareholders (the "Extraordinary General Meeting") of FREYR Battery, a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 22-24, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies' Register (Registre de Commerce et des Sociétés, Luxembourg) under number B 251199 (the "Company") will be held on Tuesday June 20, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40581 FREYR Bat

FREYR BATTERY CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) March 31, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 392,536 $ 443,063 Restricted cash 82,240 119,982 Prepaid assets 6,070 8,293 Other current assets 11

News Release FREYR Battery Reports First Quarter 2023 Results New York, Oslo, and Luxembourg, May 15, 2023, FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”), a developer of clean, next-generation battery cell production capacity, today reported financial results for the first quarter of 2023.

May 15, 2023 FREYR 1Q 2023 Earnings Call Important notices Forward looking statements All statements, other than statements of present or historical fact included in this presentation, including, without limitation, the development, financing, constr

frey1q23earningsdeckmas May 15, 2023 FREYR 1Q 2023 Earnings Call Important notices Forward looking statements All statements, other than statements of present or historical fact included in this presentation, including, without limitation, the development, financing, construction, timeline, capacity, and other usefulness of FREYR’s CQP, Giga Arctic, Giga America, and other planned or future production facilities or Gigafactories (collectively, the “FREYR Facilities”); the phased development of Giga America consisting of an initial two production lines of 2.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 (May 10, 2023) FREYR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 (May 10, 2023) FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Co

FREY / FREYR Battery / Teknovekst Invest AS - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* FREYR Battery (Name of Issuer) Ordinary Shares (Title of Class of Securities) L4135L100 (CUSIP Number) Stig André Tanum Chairm

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Ordinary Shares of FREYR Battery.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2023 FREYR Battery (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2023 (March 10, 2023) F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2023 (March 10, 2023) FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation)

Consolidated Articles of Association of FREYR Battery as of December 20, 2022 (incorporated by reference to Exhibit 3.1 to FREYR Battery’s Current Report on Form 8-K filed with the SEC on March 15, 2023).

Exhibit 3.1 FREYR Battery Société Anonyme Siège social : 22-24, Boulevard Royal, L-2449 Luxembourg R.C.S. Luxembourg : B251199 (LA PRESENTE VERSION REMPLACE CELLE QUI A ÉTÉ DEPOSÉE EN DATE DU 12 JANVIER 2023 SOUS LA RÉFÉRENCE L230005772) STATUTS COORDONNES AU 20 DECEMBRE 2022 Article 1. Form, Name There exists among the shareholders and all those who may become owners of the Shares hereafter a com

FREY / FREYR Battery / Sylebra Capital Ltd - SYLEBRA CAPITAL LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* FREYR Battery (Name of Issuer) Ordinary Shares (Title of Class of Securities) L4135L100 (CUSIP Number) February 28, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

Annual Report 2022 This report contains forward-looking statements that involve substantial risks and uncertainties. All statements included in this report, other than statements of historical fact, are forward- looking statements. This includes, but

Annual Report 2022 This report contains forward-looking statements that involve substantial risks and uncertainties.

Employment Agreement entered into on June 17, 2021 between FREYR AS and Tilo Hauke.

Exhibit 10.27 This CONTRACT OF EMPLOYMENT (the “Contract”) is made 17th June, 2021 between Freyr AS (organization number 920 388 620) (hereinafter referred to as the "Company") and Tilo Hauke of Uhlandweg 1, 86637 Wertingen, Germany (hereinafter referred to as the "Employee") Please be informed that all employees in FREYS AS will be transferred over to FREYR Battery Norway AS (with organization nu

Form of Stock Option Award Agreement (2021 Equity Incentive Plan) (incorporated by reference to Exhibit 10.37 of FREYR Battery’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 27, 2023).

ex1037-formofstockoption

February 27, 2023 FREYR 4Q and Full Year 2022 Earnings Call Important notices Forward looking statements All statements, other than statements of present or historical fact included in this presentation, including, without limitation, regarding the C

frey4q22earningsdeckmas February 27, 2023 FREYR 4Q and Full Year 2022 Earnings Call Important notices Forward looking statements All statements, other than statements of present or historical fact included in this presentation, including, without limitation, regarding the Customer Qualification Plant (“CQP”) starting operations in 1Q 2023 and CQP machinery ramping of battery production in 2Q 2023; the development of 24M Technologies, Inc.

FREYR BATTERY CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) As of December 31, 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 443,063 $ 563,956 Restricted cash 119,982 1,671 Prepaid assets 8,293 15,882 Other current assets 8,117

News Release FREYR Battery Reports Fourth Quarter and Full Year 2022 Results New York, Oslo, and Luxembourg, February 27, 2023, FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”), a developer of clean, next-generation battery cell production capacity, today reported financial results for the fourth quarter and full year of 2022.

Description of Securities Registered under Section 12 of the Exchange Act.

Exhibit 4.4 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the material terms of FREYR Battery’s (“FREYR,” the “Company” or “our”) Ordinary Shares and Warrants and is not intended to be a complete summary of the rights and preferences of our Ordinary Shares or Warrants. FREYR Battery’s Consolidated Articles of Associ

Lease Agreement entered into on January 7, 2022 by and between Mo Industripark AS and FREYR Battery Norway AS (incorporated by reference to Exhibit 10.11 of FREYR Battery’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 27, 2023).

OFFICE TRANSLATION Exhibit 10.11 Ground Lease Agreement between Mo Industripark AS, reg. no. 914 780 152 (hereafter referred to as the Lessor) and Freyr Battery Norway AS, reg. no. 926 089 862 (hereafter referred to as the Lessee) Agreement no.: 3046D (hereafter referred to as the Ground Lease Agreement) 1.The property: Municipality no.: 1833 Municipality name: Rana. Land. no. 20. The property enc

Second Amendment to the Lease Agreement entered into on February 9, 2022 by and between Mo Industripark AS and FREYR Battery Norway AS (incorporated by reference to Exhibit 10.13 of FREYR Battery’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 27, 2023).

OFFICE TRANSLATION Exhibit 10.13 AMENDMENT TO THE GROUND LEASE AGREEMENT between Mo IndustriPark AS, reg. no. 914 780 152 (hereafter referred to as the Lessor) and FREYR Battery Norway AS, org. no. 926 089 862 (hereafter referred to as the Lessee) Agreement no.: 3080D 1. Background The Lessor and the Lessee (separate as "the Party" and collectively as "the Parties") entered into a Ground Lease Agr

Employment Agreement entered into on March 23, 2022 between FREYR Battery Norway AS and Andreas Bentzen (incorporated by reference to Exhibit 10.28 of FREYR Battery's Annual Report on Form 10-K filed with the SEC on February 27, 2023).

Exhibit 10.28 This CONTRACT OF EMPLOYMENT (the “Contract”) is made 23 March 2022 between FREYR Battery Norway AS (organization number 926 089 862) (hereinafter referred to as the "Company", together with its subsidiaries, affiliates, successors or assigns, the “Group”) and Andreas Bentzen (hereinafter referred to as the "Employee" 1.Position, term, place of work, reporting line 1.1.The Employee is

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission F

Second Amendment to the Licenses and Services Agreement entered into on April 27, 2022 by and between 24M Technologies, Inc. and FREYR AS (incorporated by reference to Exhibit 10.8 of FREYR Battery’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 27, 2023).

Exhibit 10.8 [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] AMENDMENT 2 TO THE LICENSE NAD SERVICES AGREEMENT This Amendment (“Amendment”) is effective as of April 27, 2022 (“Amendment Effective Date”) and hereby amends

Third Amendment to the Licenses and Services Agreement entered into on December 21, 2022 by and between 24M Technologies, Inc. and FREYR AS (incorporated by reference to Exhibit 10.9 of FREYR Battery’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 27, 2023).

Exhibit 10.9 [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] THIRD AMENDMENT TO LICENCE AND SERVICES AGREEMENT This Third Amendment to the License and Services Agreement (the “Third Amendment”) is made as of this 21st. d

License and Services Agreement, entered into on October 8, 2021 by and between 24M Technologies, Inc. and FREYR Battery KSP JV, LLC (incorporated by reference to Exhibit 10.10 of FREYR Battery’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 27, 2023).

Exhibit 10.10 [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] LICENSE AND SERVICES AGREEMENT BETWEEN (1)24M TECHNOLOGIES, INC. AND (2)FREYR BATTERY KSP JV, LLC TABLE OF CONTENTS 1.DEFINITIONS AND INTERPRETATION 3 2.COMME

First Amendment to the Lease Agreement entered into on May 9, 2022 by and between Mo Industripark AS and FREYR Battery Norway AS (incorporated by reference to Exhibit 10.12 of FREYR Battery’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 27, 2023).

OFFICE TRANSLATION Exhibit 10.12 THE FIRST ADDITIONAL AGREEMENT TO Agreement no. 3046D (Ground Lease Agreement) - between Mo Industripark and FREYR This first additional agreement (hereafter "Change Agreement") to Agreement no. 3046D the (Ground Lease Agreement) has been entered into between: (1)Mo Industripark AS, Reg. no. 914 780 152, with registered business address at Halvor Heyerdahlsvei 48,

Lease Agreement entered into on July 19, 2021 by and between Mo Industripark AS and FREYR Battery Norway AS (incorporated by reference to Exhibit 10.14 of FREYR Battery’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 27, 2023).

OFFICE TRANSLATION Exhibit 10.14 3028A Lease Agreement between Mo Industripark AS Business registration no 914 780 152 (hereinafter referred to as the Lessor or MIP) and Freyr Battery Norway AS Business registration no 926 089 862 (hereinafter referred to as the Tenant) Agreement no. 3028A - Kamstålbygget -Page 1 of 7- 3028A 1.The Lease Object. 1.a.The lease agreement encompasses building no. 315

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40581 FREYR Battery (

Employment Agreement entered into on December 12 2022 between FREYR Battery US Holdings, Inc. and Jeremy Bezdek.

Exhibit 10.26 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of December 12, 2022, by and between FREYR Battery US Holding, Inc., a Delaware corporation (the “Company”), and Jeremy Bezdek (the “Employee” and, together with the Company, the “Parties”). RECITALS WHEREAS, the Parties intend that the Employee shall be employed by the Company as President

List of Subsidiaries.

Exhibit 21.1 Subsidiaries of FREYR Battery Subsidiary Jurisdiction FREYR Battery US Holding, Inc. Delaware Alussa Energy Acquisition Corp. Cayman Islands FREYR Battery Norway AS Norway FREYR Battery Giga Arctic AS Norway FREYR Battery Giga Arctic Property AS Norway FREYR Battery Norway Holding AS Norway FREYR Battery Finland Oy Finland FREYR Battery Finland Joint Venture Oy Finland FREYR Battery U

FREY / FREYR Battery / Sylebra Capital Ltd - SYLEBRA CAPITAL LIMITED Passive Investment

SC 13G/A 1 freya220123.htm SYLEBRA CAPITAL LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FREYR Battery (Name of Issuer) Ordinary Shares (Title of Class of Securities) L4135L100 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box

FREY.WS / FREYR Battery Warrants, each whole warrant exercisable to purchase one Ordinary Share at an exercise / Encompass Capital Advisors LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Columbia University Professor and seasoned operations executive bring decades of industry, technical and advisory experience in battery sector

Exhibit 99.1 News Release FREYR Battery Announces Appointments of Dan Steingart and Jason Forcier to Board of Directors Columbia University Professor and seasoned operations executive bring decades of industry, technical and advisory experience in battery sector New York, Oslo and Luxembourg, January 10, 2023, FREYR Battery (NYSE: FREY) (“FREYR” or “the Company”), a developer of clean, next-genera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 8, 2023 FREYR Battery (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 8, 2023 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission Fil

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission F

Consolidated Articles of Association of FREYR Battery as of

Exhibit 3.1 FREYR Battery Soci?t? anonyme Si?ge social : 22-24, Boulevard Royal, L-2449 Luxembourg R.C.S. Luxembourg B251199 STATUTS COORDONNES AU 20 DECEMBRE 2022 Article 1. Form, Name There exists among the shareholders and all those who may become owners of the Shares hereafter a company in the form of a soci?t? anonyme, under the name of ?FREYR Battery? (the "Company"). Article 2. Duration The

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 23, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission F

***

Exhibit 99.1 News Release FREYR Battery Appoints Executive to Lead Global Corporate Development and U.S. Execution New York, Oslo and Luxembourg, December 23, 2022, FREYR Battery (NYSE: FREY) (?FREYR? or ?the Company?), a developer of clean, next-generation battery cell production capacity, has announced the appointment of Jeremy Bezdek to the position of Executive Vice President of Global Corpora

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 21, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission F

FREY / FREYR Battery / Wood River Capital, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) FREYR Battery (Name of Issuer) Common stock, par value $0.01 per share (Title of Class of Securities) L4135L100 (CUSIP Number) Koch Industries, Inc. 4111 East 37th Street North Wichita, Kansas 67220 Attn: Raffaele G. Fazio (316) 828-5500 (Name, Address an

Underwriting Agreement, dated December 1, 2022, between the Company, Credit Suisse (USA) LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC.

EX-1.1 2 ea169597ex1-1freyr.htm UNDERWRITING AGREEMENT, DATED DECEMBER 1, 2022, BETWEEN THE COMPANY, CREDIT SUISSE (USA) LLC, BOFA SECURITIES, INC. AND MORGAN STANLEY & CO. LLC Exhibit 1.1 EXECUTION VERSION FREYR Battery Ordinary Shares UNDERWRITING AGREEMENT December 1, 2022 Credit Suisse Securities (USA) LLC (“Credit Suisse”) BofA Securities, Inc. Morgan Stanley & Co. LLC, As Representatives of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2022 (December 1, 2022) FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporat

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 12, 2022 FREYR Battery 20,000,000 Ordinary Shares

Filed pursuant to Rule 424(b)(2) Registration Statement No. 333-267235 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 12, 2022 FREYR Battery 20,000,000 Ordinary Shares We are offering 20,000,000 of our ordinary shares. Our ordinary shares are listed on the New York Stock Exchange, or the NYSE, under the symbol “FREY.” On November 30, 2022 the last reported sales price of our ordinary shares o

PRELIMINARY PROSPECTUS SUPPLEMENT (Subject to Completion) Dated November 30, 2022

Filed pursuant to Rule 424(b)5 Registration Statement No. 333-267235 The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement relating to the securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus a

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 14, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40581 FREYR Battery (Exact name of Registrant

November 14, 2022 FREYR 3Q 2022 Earnings Call Important notices Forward looking statements All statements, other than statements of present or historical fact included in this presentation, including, without limitation, regarding FREYR’s offer of ex

November 14, 2022 FREYR 3Q 2022 Earnings Call Important notices Forward looking statements All statements, other than statements of present or historical fact included in this presentation, including, without limitation, regarding FREYR?s offer of exposure to the secular growth trends in the battery market as an emerging clean battery producer of choice in Europe and the U.

FREYR BATTERY CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) September 30, 2022 December 31, 2021 ASSETS Current assets: Cash and cash equivalents $ 416,431 $ 563,956 Restricted cash 2,160 1,671 Prepaid assets 9,397 15,882 Other current assets

Exhibit 99.1 News Release FREYR Battery Reports Third Quarter 2022 Results New York, Oslo, and Luxembourg, November 14, 2022, FREYR Battery (NYSE: FREY) (?FREYR? or the ?company?), a developer of clean, next-generation battery cell production capacity, today reported financial results for the third quarter of 2022. Highlights of the third quarter 2022 and subsequent events: ?On November 11th, FREY

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 (November 8, 2022) FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorpora

Consolidated Articles of Association of FREYR Battery as of

Exhibit 3.1 FREYR Battery Soci?t? anonyme Si?ge social : 22-24, Boulevard Royal, L-2449 Luxembourg Grand-Duch? de Luxembourg R.C.S. Luxembourg B251199 STATUTS COORDONNES AU 7 NOVEMBRE 2022 Article 1. Form, Name There exists among the shareholders and all those who may become owners of the Shares hereafter a company in the form of a soci?t? anonyme, under the name of ?FREYR Battery? (the "Company")

FREYR BATTERY 22-24, BOULEVARD ROYAL, L-2449 LUXEMBOURG GRAND DUCHY OF LUXEMBOURG

FREYR BATTERY 22-24, BOULEVARD ROYAL, L-2449 LUXEMBOURG GRAND DUCHY OF LUXEMBOURG VIA EDGAR September 8, 2022 Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.

Form of Indenture for Debt Securities between the Registrant and the Trustee to be Named Therein (incorporated by reference to Exhibit 4.1 to FREYR Battery’s Registration Statement on Form S-3 filed with the SEC on September 1, 2022).

EXHIBIT 4.1 FREYR BATTERY INDENTURE Dated as of , DEBT SECURITIES [ ] Trustee Reconciliation and tie between Trust Indenture Act of 1939 and Indenture* Trust Indenture Act Section Indenture Section ?310 (a) 11.04(a), 16.02 (b) 11.01(f), 11.04(b), 11.05(1), 16.02 (b)(1) 11.04(b), 16.02 ?311 11.01(f), 16.02 ?312 14.02(d), 16.02 (b) 11.10, 16.02 (c) 11.10, 16.02 ?313 (a) 10.01(a), 16.02 ?314 16.02 ?3

As filed with the Securities and Exchange Commission on September 1, 2022

As filed with the Securities and Exchange Commission on September 1, 2022 Registration No.

Filing Fee Table(b)

Exhibit 107 Calculation of Filing Fee Tables Form S-3 FREYR Battery Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing

August 8, 2022 FREYR 2Q 2022 Earnings Call 3 Today’s Agenda • Key messages • Business update • Giga Arctic project overview • Governments supporting energy transition • Financial update • Operations and projects update • Strategic priorities • Q&A Ke

Exhibit 99.2 August 8, 2022 FREYR 2Q 2022 Earnings Call 2 Important notices Forward looking statements All statements, other than statements of present or historical fact included in this presentation, including, without limitation, regarding FREYR?s accelerated growth ambitions based on FREYR?s traction to date; the growing interest in FREYR?s augmented value proposition from customers, partners,

FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants

Prospectus Supplement No. 3 (to prospectus dated August 12, 2021) Filed Pursuant to Rule 424(b)(3) Registration No. 333-258607 FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated August 12, 2021 (the ?Prospectus?), related to: the offer and sale of (i) 60,000,000 ordinary

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File

FREYR BATTERY CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands)

Exhibit 99.1 News Release FREYR Battery Reports Second Quarter 2022 Results New York, Oslo, and Luxembourg, August 8, 2022, FREYR Battery (NYSE: FREY) (?FREYR? or the ?company?), a developer of clean, next-generation battery cell production capacity, today reported financial results for the second quarter of 2022. Highlights of the second quarter 2022 and subsequent events: ? In June, FREYR?s Boar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40581 FREYR Battery (Exact name of Registrant as s

FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No.: 333-258607 FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants This prospectus relates to the ordinary shares, without nominal value (the “Ordinary Shares”), of Registrant and warrants to purchase Ordinary Shares as described herein. The registration statement of which this prospectus forms a part relates to the offer and sale

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 1, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File

JOINT FILING AGREEMENT

Exhibit 99.7 CUSIP No. L4135L 100 Schedule 13D/A Page 1 of 1 Pages JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Ordinary Sha

FREY / FREYR Battery / Alussa Energy Sponsor LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea163499-13da1alussafreyr.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* FREYR Battery (Name of Issuer) Ordinary Shares, no pa

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 29, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File

FREYR Battery Sanctions Construction of its Inaugural Gigafactory

Exhibit 99.1 News Release FREYR Battery Sanctions Construction of its Inaugural Gigafactory Increases plant capacity to 29 GWh, based on $1.6 billion in identified debt financing support, catalyzed by the Norwegian National Battery Strategy and Norway?s Export Credit Agency Eksfin?s indication of up to EUR 400 million in loans and/or guarantees ? FREYR?s Board of Directors has sanctioned construct

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 10, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File

Resignation of Director

Exhibit 99.1 News Release Resignation of Director New York, Oslo and Luxembourg, June 10, 2022, FREYR Battery ("FREYR" or the "Company"), a developer of clean, next-generation battery cell production capacity, has announced that German Cur?, a member of the board of directors of the Company (the "Board") and the Nominating and Corporate Governance Committee, has informed the Company today that he

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File

Form of Proxy Card for 2022 Annual General Meeting

Exhibit 99.2

Convening Notice and Proxy Statement for 2022 Annual General Meeting

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File N

Financial Statements and Exhibits, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File N

FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants

Prospectus Supplement No. 2 (to prospectus dated August 12, 2021) Filed Pursuant to Rule 424(b)(3) Registration No. 333-258607 FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated August 12, 2021 (the ?Prospectus?), related to: the offer and sale of (i) 60,000,000 ordinary

Employment Agreement entered into on May 9, 2022 between FREYR Battery US Holding, Inc. and Oscar K. Brown (incorporated by reference to Exhibit. 10.4 of FREYR Battery’s Form 10-Q filed with the SEC on May 11, 2022).

EX-10.4 2 f10q0322ex10-4freyr.htm EMPLOYMENT AGREEMENT, DATED MAY 9, 2022, BY AND BETWEEN FREYR BATTERY US HOLDING, INC. AND OSCAR K. BROWN Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into as of May 9, 2022 (the “Effective Date”), by and between Freyr Battery US Holding, Inc., a Delaware Corporation (the “Company”), and Oscar K. Brown (the “Em

**

Exhibit 99.1 News Release FREYR Battery Reports First Quarter 2022 Results New York, Oslo and Luxembourg, May 11, 2022, FREYR Battery (NYSE: FREY) (?FREYR?), a developer of clean, next-generation battery cell production capacity, today reported financial results for the first quarter of 2022. Highlights of the first quarter 2022 and subsequent events: ? Signed conditional offtake agreement (?COA?)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40581 FREYR Battery (Exact name of Registrant as

May 11, 2022 FREYR 1Q 2022 Earnings Call • Key takeaways • Commercial developments • Market developments • FREYR’s augmented value proposition • Operations and supply chain update • Financial overview • Strategic priorities • Q&A 3 Today’s Agenda Key

Exhibit 99.2 May 11, 2022 FREYR 1Q 2022 Earnings Call 2 Important notices Forward looking statements All statements, other than statements of present or historical fact included in this presentation, including, without limitation, regarding FREYR's anticipated path to commercialization; the development, timeline, capacity and other usefulness of FREYR?s CQP and planned Gigafactories; the realizati

FREY / FREYR Battery / SPRING CREEK CAPITAL LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) FREYR Battery (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) L4135L100 (CUSIP Number) Koch Industries, Inc. 4111 East 37th Street North Wichita, Kansas 67220 Attn: Raffaele G. Fazio (316) 828-8310 (Name, Address and Telephon

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act.

EX-99.2 2 d344254dex992.htm EX-99.2 EXHIBIT 99.2 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the ordinary shares, no par value, of FREYR Battery (this “Agreement”), is being filed, and all amendm

***

Exhibit 99.1 Press release FREYR Battery appoints new Chief Financial Officer New York, Oslo and Luxembourg, April 4, 2022, FREYR Battery (NYSE: FREY) (?FREYR?), a developer of clean, next-generation battery cell production capacity, today announced the appointment of Oscar Brown to the position of Group Chief Financial Officer (?CFO?) at FREYR Battery. As CFO, Brown will report to FREYR?s Chief E

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 31, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File

Separation Agreement between FREYR Battery Norway AS and Steffen Føreid, dated April 4, 2022

Exhibit 10.1 Separation Agreement between Freyr Battery Norway AS (the Company) and Steffen F?reid (the Employee) This Separation Agreement (the Agreement) is entered into and effective from 4 April 2022 (the Effective Date). The parties have agreed to end the employment relationship between the Employee and the Company and settle any and all claims between the parties in accordance with the follo

FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants

424B3 1 f424b30322freyrbattery.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No.: 333-258607 FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants This prospectus relates to the ordinary shares, without nominal value (the “Ordinary Shares”), of Registrant and warrants to purchase Ordinary Shares as described herein. The registration statement of which this prospec

EFFECT

X0101 EFFECT 33 LIVE 2022-03-16 0001213900-22-011601 POS AM 0001844224 FREYR Battery 333-258607

As filed with the Securities and Exchange Commission on March 10, 2022.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-40581 FREYR Battery (

Description of Securities Registered under Section 12 of the Exchange Act.

EX-4.3 2 f10k2021ex4-3freyrbattery.htm DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT Exhibit 4.3 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the material terms of FREYR Battery’s (“FREYR,” the “Company” or “our”) Ordinary Shares and Warrants and is not intended to be a complete summary

List of Subsidiaries.

EXHIBIT 21.1 Subsidiaries of FREYR Battery Subsidiary Jurisdiction FREYR Battery US Holding, Inc. Delaware Alussa Energy Acquisition Corp. Cayman Islands FREYR Battery Norway AS Norway FREYR Battery Finland Oy Finland FREYR Battery Finland Joint Venture Oy Finland

FREYR BATTERY CONSOLIDATED BALANCE SHEETS (In Thousands)

Exhibit 99.1 News Release FREYR Battery Reports Fourth Quarter and Full-Year 2021 Results New York, Oslo and Luxembourg, February 28, 2022, FREYR Battery (NYSE: FREY) (?FREYR?), a developer of clean, next-generation battery cell production capacity, today reported financial results for the fourth quarter and full fiscal year 2021. Highlights of the fourth quarter 2021 and subsequent events: ? Sign

February 28, 2022 FREYR 4Q and Full - Year 2021 Earnings Call • Business update • FREYR’s strategic road map and priorities • Establishing supply chains and operations • FREYR’s market opportunity is expanding • Making commercial progress • Financing

Exhibit 99.2 February 28, 2022 FREYR 4Q and Full - Year 2021 Earnings Call Important notices 2 Forward looking statements All statements, other than statements of present or historical fact included in this presentation, including, without limitation, regarding FREYR's ability to develop the world's cleanest and lowest CO2 lifecycle emissions batteries at giga - scale; FREYR's anticipated path to

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2022 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission F

FREY / FREYR Battery / Encompass Capital Advisors LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

FREY / FREYR Battery / Sylebra Capital Ltd - SYLEBRA CAPITAL LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FREYR Battery (Name of Issuer) Ordinary Shares (Title of Class of Securities) L4135L100 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

2021 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 of FREYR Battery’s Registration Statement on Form S-8 filed with the SEC on December 17, 2021).

Exhibit 99.1 Freyr AS Incentive Stock Option Plan Issued 11.09.2019 Pursuant to resolution in the ordinary Annual General Meeting of Freyr AS 11.09.2019. 1. Purpose of this Plan The intention of this Plan is to (i) attract and retain employees whose service is especially important to the Company?s success, (ii) motivate such employees to achieve the long-term goals of the Company, (iii) provide co

As filed with the U.S. Securities and Exchange Commission on December 17, 2021

S-8 1 ea152181-s8freyrbattery.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on December 17, 2021 Registration Statement No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FREYR Battery (Exact name of Registrant as specified in its charter) Grand Duchy of Luxembourg Not A

2021 Equity Incentive Plan*

EX-99.2 6 ea152181ex99-2freyrbattery.htm 2021 EQUITY INCENTIVE PLAN exhibit 99.2 FINAL VERSION FREYR Battery 2021 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are (a) to attract and retain the best available personnel to ensure the Company’s success and accomplish the Company’s goals; (b) to incentivize Employees, Directors and Independent Contractors with long-term equ

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2021 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission F

FREYR Battery Awarded 31 GWh Inaugural Offtake Agreement with Leading Global ESS Provider

Exhibit 99.1 News Release FREYR Battery Awarded 31 GWh Inaugural Offtake Agreement with Leading Global ESS Provider New York, Oslo and Luxembourg, December 16, 2021, FREYR Battery (NYSE: FREY) (?FREYR?), a developer of clean, next-generation battery cell production capacity, has executed its inaugural offtake agreement for at least 31 GWh of low-carbon battery cells with an undisclosed, leading gl

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2021 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission F

Consolidated Articles of Association of FREYR as of November 26, 2021.

EX-3.1 2 ea152464ex3-1freyr.htm CONSOLIDATED ARTICLES OF ASSOCIATION OF FREYR BATTERY AS OF NOVEMBER 26, 2021 Exhibit 3.1 Registre de Commerce et des Sociétés Numéro RCS : B251199 Référence de dépôt : L210267217 Déposé et enregistré le 14/12/2021 FREYR Battery Société anonyme Siège social : 412F, route d’Esch, L-2086 Luxembourg Grand-Duché de Luxembourg R.C.S. Luxembourg : B251199 STATUTS COORDONN

Q2 2021 Earnings call August 12, 2021 Q3 2021 Earnings call November 15, 2021

EX-99.2 3 ea150153ex99-2freyrbattery.htm THIRD QUARTER 2021 EARNINGS CALL PRESENTATION Exhibit 99.2 Q2 2021 Earnings call August 12, 2021 Q3 2021 Earnings call November 15, 2021 1 Important notices Forward looking statements The information in this presentation includes “forward - looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange

FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants

Prospectus Supplement No. 1 (to prospectus dated August 12, 2021) Filed Pursuant to Rule 424(b)(3) Registration No. 333-258607 FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated August 12, 2021 (the “Prospectus”), related to: the offer and sale of (i) 60,000,000 ordinary

FREYR BATTERY CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands) (Unaudited)

EX-99.1 2 ea150153ex99-1freyrbattery.htm PRESS RELEASE, DATED NOVEMBER 15, 2021, REPORTING FREYR BATTERY'S FINANCIAL RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2021 Exhibit 99.1 News Release FREYR Battery Reports Third Quarter 2021 Results New York, Oslo and Luxembourg, November 15, 2021, FREYR Battery (NYSE: FREY) (“FREYR”), a developer of clean, next-generation battery cell production cap

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2021 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40581 FREYR Battery (Exact name of Registrant

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 8, 2021 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 N/A (State or other jurisdiction of incorporation) (Commission File Number) (

FREYR Announces Joint Venture with Koch Strategic Platforms to Advance Development of Clean Battery Cell Manufacturing in the United States

Exhibit 99.1 Press Release FREYR Announces Joint Venture with Koch Strategic Platforms to Advance Development of Clean Battery Cell Manufacturing in the United States ? 50%/50% joint venture to evaluate U.S. Gigafactory production of clean, next-generation battery cells for energy storage system, mobility, and electric vehicle applications ? Joint venture has secured a direct strategic license fro

FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants

TABLE OF CONTENTS ?Filed pursuant to Rule 424(b)(3)? ?Registration No. 333-258607? PROSPECTUS FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants This prospectus relates to the ordinary shares, without nominal value (the ?Ordinary Shares?), of Registrant and warrants to purchase Ordinary Shares as described herein. The registration statement of which this prospectus forms a part relates

FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants

TABLE OF CONTENTS ?Filed pursuant to Rule 424(b)(3)? ?Registration No. 333-258607? PROSPECTUS FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants This prospectus relates to the ordinary shares, without nominal value (the ?Ordinary Shares?), of Registrant and warrants to purchase Ordinary Shares as described herein. The registration statement of which this prospectus forms a part relates

As filed with the Securities and Exchange Commission on August 27, 2021.

Table of Contents As filed with the Securities and Exchange Commission on August 27, 2021.

ALUSSA ENERGY ACQUISITION CORP. CONDENSED BALANCE SHEETS

Exhibit 99.3 ALUSSA ENERGY ACQUISITION CORP. CONDENSED BALANCE SHEETS June 30, 2021 (unaudited) December 31, 2020 ASSETS Current Assets Cash $ 299,995 $ 370,958 Prepaid expenses and other current assets 139,667 234,167 Total Current Assets 439,662 605,125 Marketable securities held in Trust Account 289,843,099 289,834,441 Investment in Business 3,765 - Total Assets $ 290,286,526 $ 290,439,566 LIAB

ALUSSA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.4 ALUSSA?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References in this section to ?we,? ?us? or the ?Company? refer to Alussa Energy Acquisition Corp. References to our ?management? or our ?management team? refer to the officers and directors of Alussa, and references to the ?Sponsor? refer to Alussa Energy Sponsor LLC. The following discussi

42

EX-99.2 3 tm2123413d3ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 FREYR AS’ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read “FREYR AS’ Management’s Discussion and Analysis” of FREYR Legacy’s financial condition and results of operations together with the condensed financial statements and related notes included elsewhere in this Report. This discussion

FREYR AS FINANCIAL STATEMENTS (UNAUDITED) FREYR AS UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share and per Share Amounts)

EX-99.1 2 tm2123413d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FREYR AS FINANCIAL STATEMENTS (UNAUDITED) FREYR AS UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share and per Share Amounts) As of June 30, 2021 As of December 31, 2020 Assets Current assets Cash and cash equivalents $ 11,279 $ 14,749 Restricted cash 803 196 Prepaid assets 1,514 464 VAT receivable 477 442 Interest i

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (AMENDMENT NO. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2021 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporat

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included within the Registration Statement on Form S-1 (File No. 333-258607), filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2021 (the “Registration Statement”). Introduction Pubco is providing the following unaudited pr

FREYR AS UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In Thousands, Except Share and per Share Amounts)

Exhibit 99.1 Press Release FREYR Battery Reports Second Quarter 2021 Results New York, Oslo and Luxembourg, August 12, 2021 ? FREYR Battery (NYSE: FREY) (?FREYR?), a developer of clean, next-generation battery cell production capacity, today reported financial results of FREYR AS for the second quarter of fiscal year 2021. FREYR listed on the New York Stock Exchange (?NYSE?) following the completi

143,593,753 Ordinary Shares 10,250,000 Warrants FREYR Battery

Filed Pursuant to Rule 424(b)(3) Registration No. 333-258607 PROSPECTUS SUPPLEMENT (To Prospectus dated August 10, 2021) 143,593,753 Ordinary Shares 10,250,000 Warrants FREYR Battery This Prospectus Supplement supplements the prospectus dated August 10, 2021 (as supplemented to date, the “Prospectus”), which forms a part of our Registration Statement on the Form S-1 (Registration Statement No. 333

FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants

424B3 1 tm2121198-9424b3.htm 424B3 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-258607 PROSPECTUS FREYR Battery 143,593,753 Ordinary Shares 10,250,000 Warrants This prospectus relates to the ordinary shares, without nominal value (the “Ordinary Shares”), of Registrant and warrants to purchase Ordinary Shares as described herein. The registration statement of which this

Financial Statements and Exhibits, Other Events

8-K 1 tm2123413d48k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2021 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 N/A (State or other jurisdiction of incorpor

FREYR Battery, Finnish Minerals Group and the City of Vaasa to Explore Industrial Scaling of Battery Cell Technology and Production in Finland

Exhibit 99.1 Press Release FREYR Battery, Finnish Minerals Group and the City of Vaasa to Explore Industrial Scaling of Battery Cell Technology and Production in Finland LUXEMBOURG August 12, 2021, FREYR Battery (“FREYR”), a developer of clean, next-generation battery cell production capacity, has entered into two non-binding memoranda of understanding (“MoU”) with Finnish Minerals Group and the C

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tm2123413d28k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2021 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40581 FREYR Battery (Exact name of

FREY / FREYR Battery / Sylebra Capital Ltd - SYLEBRA CAPITAL LIMITED Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 FREYR Battery (Name of Issuer) Ordinary Shares (Title of Class of Securities) L4135L100 (CUSIP Number) July 30, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 1

Amendment No. 2 to Letter of Intent between FREYR and Mo Industripark AS, dated 31 October 2021 regarding rental building and right of first refusal for certain areas.

Exhibit 10.7 Mo i Rana 08/06-2021 Freyr Oslo Philip Pedersens vei 11 1366 Lysaker Att. Tom Jensen Statement regarding postponed deadline We refer to the Letter of Intent (LOI) entered into between FREYR AS (company registration number 920 388 620) and Mo Industripark AS (company registration number 914 780 152) signed and dated on the 20th of November 2020. Reference is further made to Clause 1 of

This EXECUTIVE CHAIRMAN AGREEMENT (the “Agreement”) is made FREYR Battery corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, registered with the Luxembourg Trade and Companies Re

Exhibit 10.17 This EXECUTIVE CHAIRMAN AGREEMENT (the ?Agreement?) is made between ? FREYR Battery corporation in the form of a public limited liability company (soci?t? anonyme) incorporated under the laws of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Soci?t?s) under no. B251199 ? (hereinafter referred to as the ?Company?) ? and ? Torstein

As filed with the Securities and Exchange Commission on August 6, 2021.

Table of Contents As filed with the Securities and Exchange Commission on August 6, 2021.

As filed with the U.S. Securities and Exchange Commission on August 6, 2021

As filed with the U.S. Securities and Exchange Commission on August 6, 2021 Registration No. 333-254743 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FREYR Battery (Exact Name of Registrant as Specified in Its Charter) Luxembourg 3670 Not Applicable (State or Other Jurisdict

Rental Agreement for outdoor areas of building “Kamstålbygget” in Mo i Rana, Norway dated July 19, 2021.

EX-10.42 8 frey-20210722xex10d42.htm EXHIBIT-10.42 Exhibit 10.42 OFFICE TRANSLATION Agreement no. 3034M Outdoor area lease agreement between Mo Industripark AS Business registration no 914 780 152 (hereinafter referred to as the Lessor) and Freyr Battery Norway AS Business registration no 926 089 862 (hereinafter referred to as the Tenant) Agreement no 3034M – Kamstålbygget additional outdoor area

August 6, 2021

CORRESP 1 filename1.htm August 6, 2021 VIA EDGAR Thomas Jones Erin Purnell Office of Manufacturing Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3720 Re: FREYR Battery Registration Statement on Form S-1 File No. 333-258607 Acceleration Request Requested Date: August 10, 2021 Requested Time: 4:00 P.M. Eastern Time Ladies and Gentle

This CONTRACT OF EMPLOYMENT (the “Contract”) is made Freyr AS organization number 926 089 862 (hereinafter referred to as the "Company") Tom Einar Jensen (hereinafter referred to as the "Employee")

Exhibit 10.16 ? This CONTRACT OF EMPLOYMENT (the ?Contract?) is made between ? Freyr AS organization number 926 089 862 ? (hereinafter referred to as the "Company") ? and ? Tom Einar Jensen ? (hereinafter referred to as the "Employee") ? The parent company of the Freyr-group is FREYR Battery (the ?Parent Company?), a corporation in the form of a public limited liability company (soci?t? anonyme) i

Rental Agreement for building “Kamstålbygget” in Mo i Rana, Norway, dated July 19, 2021.

? Exhibit 10.41 ? OFFICE TRANSLATION ? 3028A ? Lease Agreement between ? Mo Industripark AS Business registration no 914 780 152 (hereinafter referred to as the Lessor or MIP) ? and ? Freyr Battery Norway AS Business registration no 926 089 862 (hereinafter referred to as the Tenant) Agreement no. 3028A - Kamst?lbygget ? ? -Page 1 of 7- ? 3028A 1. The Lease Object. 1.1. The lease agreement encompa

Equipment Supply Agreement with Mpac Lambert Limited dated July 23, 2021.

Exhibit 10.43 ? [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] ? 375 MWh Pilot Factory Contract ? Casting and Unit Cell Assembly Contract no.: CNT-FRY-0001 Form of Agreement ? ? ? [CERTAIN INFORMATION IN THIS EXHIBIT ID

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 tm2123175d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2021 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of

FREYR Battery Chooses Mpac Lambert for Supply of Battery Cell Assembly Equipment Package to Customer Qualification Plant

Exhibit 99.1 News Release FREYR Battery Chooses Mpac Lambert for Supply of Battery Cell Assembly Equipment Package to Customer Qualification Plant LUXEMBOURG, July 26, 2021, FREYR Battery (?FREYR?), a developer of clean, next-generation battery cell production capacity, has signed a contract with Mpac Lambert for the supply of the casting and unit cell assembly equipment package to the battery cel

FREY / FREYR Battery / Teknovekst Invest AS - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FREYR Battery (Name of Issuer) Ordinary Shares (Title of Class of Securities) L4135L100 (CUSIP Number) Tore Ivar Slettemoen Chairman Teknovekst Invest AS Statsråd Ihlens vei 13, 2010 Strømmen, Norway +47 474 00 013 (Name, Address and Telephone Number of P

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2021 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Ordinary Shares of FREYR Battery.

Joint Filing Agreement by and between ATS AS and ATS Next AS, dated July 18, 2021.

EX-99.3 2 tm2122494d2ex99-3.htm EXHIBIT 99.3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Ordinary Shares of FREYR Battery. This Joint Filing Agree

FREY / FREYR Battery / ATS AS - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FREYR Battery (Name of Issuer) Ordinary Shares (Title of Class of Securities) L4135L100 (CUSIP Number) Torstein Sj?tveit Director ATS AS Kleivveien 19 B, 1356 Bekkestua, Norway +47 911 86 657 (Name, Address and Telephone Number of Person Authorized to Rec

FREY / FREYR Battery / Alussa Energy Sponsor LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) FREYR Battery (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) L4135L 100 (CUSIP Number) Daniel Barcelo PO Box 500, 71 Fort Street Grand Cayman KY1-1106 Cayma

Form of Subscription Agreement

Exhibit 99.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on January 29, 2021, by and between Alussa Energy Acquisition Corp, a Cayman Islands exempted company (?Alussa?), FREYR Battery, a corporation in the form of a public limited liability company (soci?t? anonyme) incorporated under the laws of Luxembourg, with registered office at 412F, ro

FREYR Advances Clean Battery Cell Production in Norway with Customer Qualification Plant Final Investment Decision

Exhibit 99.1 FREYR Advances Clean Battery Cell Production in Norway with Customer Qualification Plant Final Investment Decision 07/19/2021 LUXEMBOURG-(BUSINESS WIRE)- FREYR Battery (NYSE: FREY, or “FREYR”), a developer of clean, next-generation battery cell production capacity, has reached a final investment decision (“FID”) by the FREYR Board of Directors to proceed with the construction of the C

JOINT FILING AGREEMENT

EX-99.2 3 d140041dex992.htm EX-99.2 EXHIBIT 99.2 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Ordinary Shares, no par value, of FREYR Battery (this “Agreement”), is being filed, and all amendmen

FREY / FREYR Battery / Encompass Capital Advisors LLC Passive Investment

SC 13G 1 encompass-freyr070921.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FREYR Battery (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) L4135L100 (CUSIP Number) July 9, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

Joint Filing Agreement, dated July 19, 2021, by and between the Reporting Persons

Exhibit 99.6 CUSIP No. L4135L 100 Schedule 13D Page 1 of 1 Pages JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Ordinary Share

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 6, 2021 FREYR Battery (Exact name of registrant as specified in its charter) ? Luxembourg ? ? 001-40581 ? ? Not Applicable ? ? (State or other jurisdict

FREY / FREYR Battery / SPRING CREEK CAPITAL LLC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 FREYR Battery (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) L4135L100 (CUSIP Number) Koch Industries, Inc. 4111 East 37th Street North Wichita, Kansas 67220 Attn: Raffaele G. Fazio (316) 828-8310 (Name, Address and Telephone Number of

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2021 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 N/A (State or other jurisdiction of incorporation) (Commission File Number) (IR

Subsidiaries of the Registrant.

EX-21.1 6 tm2121968d1ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Subsidiaries of FREYR Battery Subsidiary Jurisdiction Alussa Energy Acquisition Corp. Cayman Islands Norway Merger Sub 2 Norway

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.2 8 tm2121968d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholder of FREYR Battery Opinion on the Financial Statement — Balance Sheet We have audited the accompanying consolidated balance sheet of FREYR Battery and its subsidiary (the “Company”) as of May 31, 2021, including the related notes (collectively re

Executive Chairman Agreement entered into on June 6, 2021 between FREYR Battery and Torstein Dale Sjøtveit.

Exhibit 10.24 This EXECUTIVE CHAIRMAN AGREEMENT (the ?Agreement?) is made between FREYR Battery corporation in the form of a public limited liability company (soci?t? anonyme) incorporated under the laws of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Soci?t?s) under no. B251199 (hereinafter referred to as the ?Company?) and Torstein Dale Sj?

Employment Agreement entered into on June 16, 2021 between FREYR AS and Tom Einar Jensen.

Exhibit 10.25 This CONTRACT OF EMPLOYMENT (the ?Contract?) is made between Freyr AS organization number 926 089 862 (hereinafter referred to as the "Company") and Tom Einar Jensen (hereinafter referred to as the "Employee") The parent company of the Freyr-group is FREYR Battery (the ?Parent Company?), a corporation in the form of a public limited liability company (soci?t? anonyme) incorporated un

Consolidated Articles of Association of FREYR as of July 9, 2021.

Exhibit 3.1 Soci?t? anonyme 412F, route d'Esch L-2086 Luxembourg R.C.S. Luxembourg B251199 STATUTS COORDONNES du 9 juillet 2021 Public Articles of Association As Adopted on 09.07.2021 Article 1. Form, Name There exists among the shareholders and all those who may become owners of the Shares hereafter a company in the form of a soci?t? anonyme, under the name of "FREYR Battery" (the "Company"). Art

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below shall have the same meaning as terms defined and included within the definitive proxy statement/prospectus (the ?Proxy Statement/Prospectus?) included in the Registration Statement on Form S-4 (File No. 333-254743), filed with the Securities and Exchange Commission (the ?SEC?) on June 9, 2021. In

Regulation FD Disclosure, Changes in Control of Registrant, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 7, 2021 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of incorporation) (Commission File N

Amendment No. 1 to Letter of Intent between FREYR and Mo Industripark AS, dated 20 November 2020 regarding rental of building and first right of refusal for certain areas.

Exhibit 10.13 Mo i Rana 08/06-2021 Freyr Oslo Philip Pedersens vei 11 1366 Lysaker Att. Tom Jensen Statement regarding postponed deadline We refer to the Letter of Intent (LOI) entered into between FREYR AS (company registration number 920 388 620) and Mo Industripark AS (company registration number 914 780 152) signed and dated on the 20th of November 2020. Reference is further made to Clause 1 o

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

8-K 1 tm2121968d28k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 6, 2021 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 Not Applicable (State or other jurisdiction of

FREYR AS and Alussa Energy Acquisition Corp. Complete Business Combination

EX-99.1 2 tm2121884d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Joint Press Release FREYR AS and Alussa Energy Acquisition Corp. Complete Business Combination NEW YORK, NY and OSLO, Norway, July 9, 2021 – FREYR AS, a Norway-based developer of clean, next-generation battery cell production capacity, and Alussa Energy Acquisition Corp. (“Alussa Energy”) (NYSE: ALUS), a Cayman Island exempted special purpo

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2021 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg 001-40581 N/A (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Form 8-A

8-A12B 1 ea143727-8a12bfreyr.htm FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FREYR Battery (Exact name of registrant as specified in its charter) Luxembourg Not Applicable (State of incorporation or orga

Filed Pursuant to Rule 424(b)(3) Registration No.: 333-254743 PROXY STATEMENT

424B3 1 f424b30621freyrbattery.htm PROXY STATEMENT Filed Pursuant to Rule 424(b)(3) Registration No.: 333-254743 PROXY STATEMENT To the Shareholders of Alussa Energy Acquisition Corp.: We are pleased to enclose the proxy statement/prospectus relating to the proposed merger of Alussa Energy Acquisition Corp. (“Alussa”) with and into a newly incorporated wholly-owned subsidiary of FREYR Battery, a c

FREYR BATTERY 412F, route d’Esch, L-2086 Luxembourg Grand Duchy of Luxembourg

FREYR BATTERY 412F, route d?Esch, L-2086 Luxembourg Grand Duchy of Luxembourg June 11, 2021 VIA EDGAR Thomas Jones Erin Purnell Office of Manufacturing Division of Corporation Finance U.

Form S-4 (File No. 333-254743), filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2021

As filed with the U.S. Securities and Exchange Commission on June 9, 2021 Registration No. 333-254743 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FREYR Battery (Exact Name of Registrant as Specified in Its Charter) Luxembourg 3670 Not Applicable (State or Other Jurisdiction of Incorporat

Employment Agreement entered into on May 18, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Tove Nilsen Ljungquist.

EX-10.8 7 fs42021a2ex10-8freyrbatter.htm EMPLOYMENT AGREEMENT ENTERED INTO ON MAY 18, 2021 BETWEEN FREYR AS (IN ITS CAPACITY AS NORWAY SUB 2 AS, A SUBSIDIARY OF FREYR BATTERY) AND TOVE NILSEN LJUNGQUIST Exhibit 10.8 This CONTRACT OF EMPLOYMENT (the “Contract”) is made between Freyr AS organization number 926 089 862 (hereinafter referred to as the “Company”) and Tove Nilsen Ljungquist (hereinafter

FREYR AS Incentive Stock Option Plan, dated November 9, 2019.

Exhibit 10.16 Freyr AS Incentive Stock Option Plan Issued 11.09.2019 Pursuant to resolution in the ordinary Annual General Meeting of Freyr AS 11.09.2019. 1. Purpose of this Plan The intention of this Plan is to (i) attract and retain employees whose service is especially important to the Company’s success, (ii) motivate such employees to achieve the long-term goals of the Company, (iii) provide c

Form of Proxy Card for Alussa Energy Acquisition Corp. Extraordinary General Meeting (included as Annex K to the proxy statement/prospectus).

As filed with the U.S. Securities and Exchange Commission on May 26, 2021 Registration No. 333-254743 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FREYR Battery (Exact Name of Registrant as Specified in Its Charter) Luxembourg 3670 Not Applicable (State or Other Jurisdiction of Incorporat

Option agreement by and between FREYR and Steffen Føreid, dated July 24, 2020.

Exhibit 10.18 Private & confidential to Steffen F?reid (the ?Participant?) Stock Options 1,000,000 stock options are granted to the Participant on the terms set out in this allocation letter, in the Stock Option policy and in any resolutions decided upon by either the Board of Directors or Annual General Assembly. The Options will be subscribed by Freyr AS (the ?Company?) and transferred to the Pa

Investment Agreement by and between FREYR AS and Sumisho Metalex Corporation, dated December 4, 2020.

EX-10.22 20 fs42021a2ex10-22freyrbatter.htm INVESTMENT AGREEMENT BY AND BETWEEN FREYR AS AND SUMISHO METALEX CORPORATION, DATED DECEMBER 4, 2020 Exhibit 10.22 INVESTMENT AGREEMENT THIS AGREEMENT (hereinafter referred to as “Agreement”) is made and entered into this day of December 4th, 2020 (hereinafter referred to as “Effective Date”), by and between Sumisho Metalex Corporation, a Japanese corpor

Employment Agreement entered into on May 18, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Are Brautaset.

Exhibit 10.10 This CONTRACT OF EMPLOYMENT (the ?Contract?) is made between Freyr AS organization number 926 089 862 (hereinafter referred to as the ?Company?) and Are Lysnes Brautaset (hereinafter referred to as the ?Employee?) The Company was established as a result of a merger of Freyr AS with organization number 920 388 620 (?Freyr?) and certain other companies (the ?Transaction?) by way of a B

Option agreement by and between FREYR and Tove Nilsen Ljungquist, dated September 30, 2020.

Exhibit 10.19 Private & confidential to Tove Nilsen Ljungquist (the ?Participant?) Stock Options 1.000.000 stock options are granted to the Participant on the terms set out in this allocation letter, in the Stock Option policy and in any resolutions decided upon by either the Board of Directors or Annual General Assembly. The Options will be subscribed by FREYR AS (the ?Company?) and transferred t

Employment Agreement entered into on May 14, 2021 between FREYR Battery and Gery Bonduelle.

Exhibit 10.13 This CONTRACT OF EMPLOYMENT (the ?Contract?) is made between FREYR Battery (hereinafter referred to as the "Company") and Gery Bonduelle (hereinafter referred to as the "Employee") The Company was established as a result of a merger of Freyr AS with organization number 920 388 620 (?Freyr?) and certain other companies by way of a Business Combination Agreement signed on 29 January 20

Option agreement by and between FREYR and Jan Arve Haugan, dated December 31, 2020.

Exhibit 10.20 Private & confidential to Jan Arve Haugan (the ?Participant?) Stock Options 2.500.000 stock options are granted to the Participant on the terms set out in this allocation letter, in the Stock Option policy and in any resolutions decided upon by either the Board of Directors or Annual General Assembly. The Options will be subscribed by Freyr AS (the ?Company?) and transferred to the P

Form of Warrant Agreement between Alussa Energy Acquisition Corp., FREYR Battery and Continental Stock Transfer & Trust Company.

Exhibit 4.1 AMENDED AND RESTATED WARRANT AGREEMENT THIS AMENDED AND RESTATED WARRANT AGREEMENT (this ?Agreement?) dated as of [?], 2021 is between Alussa Energy Acquisition Corp., a Cayman Islands exempted company (the ?Company? or ?Alussa?), FREYR Battery, a public limited liability company (soci?t? anonyme) incorporated under the laws of Luxembourg (?Pubco?) and Continental Stock Transfer & Trus

Consultancy Agreement entered into on May 14, 2021 between FREYR Battery and Peter Matrai.

EX-10.14 13 fs42021a2ex10-14freyrbatter.htm CONSULTANCY AGREEMENT ENTERED INTO ON MAY 14, 2021 BETWEEN FREYR BATTERY AND PETER MATRAI Exhibit 10.14 CONSULTANCY AGREEMENT This Consultancy Agreement (this “Agreement”) is entered into by and between FREYR Battery, a company in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, Grand Duchy of Lu

Option agreement by and between FREYR and EDGE Global LLC, dated May 15, 2019.

EX-10.17 16 fs42021a2ex10-17freyrbatter.htm OPTION AGREEMENT BY AND BETWEEN FREYR AND EDGE GLOBAL LLC, DATED MAY 15, 2019 Exhibit 10.17 FREYR AS NOTICE OF GRANT OF STOCK OPTION Pursuant to that certain Engagement Agreement duly executed and entered into as of the 1st day of March 2019, by and between FREYR AS, a Norwegian corporation with company registration number 920 388 620 (“Company”) and EDG

Employment Agreement entered into on April 15, 2021 between FREYR AS and Kunwoo Lee.

EX-10.15 14 fs42021a2ex10-15freyrbatter.htm EMPLOYMENT AGREEMENT ENTERED INTO ON APRIL 15, 2021 BETWEEN FREYR AS AND KUNWOO LEE Exhibit 10.15 This CONTRACT OF EMPLOYMENT (the “Contract”) is made 15th April, 2021 between Freyr AS organization number 920 388 620 (hereinafter referred to as the "Company") and Kunwoo Lee (hereinafter referred to as the "Employee") Please be informed that all employees

Employment Agreement entered into on May 18, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Steffen Føreid.

Exhibit 10.7 This CONTRACT OF EMPLOYMENT (the ?Contract?) is made between Freyr AS organization number 926 089 862 (hereinafter referred to as the ?Company?) and Steffen F?reid (hereinafter referred to as the ?Employee?) The Company was established as a result of a merger of Freyr AS with organization number 920 388 620 (?Freyr?) and certain other companies (the ?Transaction?) by way of a Business

Employment Agreement entered into on May 18, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Ryuta Kawaguchi.

EX-10.9 8 fs42021a2ex10-9freyrbatter.htm EMPLOYMENT AGREEMENT ENTERED INTO ON MAY 18, 2021 BETWEEN FREYR AS (IN ITS CAPACITY AS NORWAY SUB 2 AS, A SUBSIDIARY OF FREYR BATTERY) AND RYUTA KAWAGUCHI Exhibit 10.9 This CONTRACT OF EMPLOYMENT (the “Contract”) is made between Freyr AS organization number 926 089 862 (hereinafter referred to as the "Company") and Ryuta Kawaguchi (hereinafter referred to a

Employment Agreement entered into on May 18, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Einar Kilde.

Exhibit 10.6 This CONTRACT OF EMPLOYMENT (the “Contract”) is made between Freyr AS organization number 926 089 862 (hereinafter referred to as the “Company”) and Einar Kilde (hereinafter referred to as the “Employee”) The Company was established as a result of a merger of Freyr AS with organization number 920 388 620 (“Freyr”) and certain other companies (the “Transaction”) by way of a Business Co

Employment Agreement entered into on May 18, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Hege Marie Norheim.

Exhibit 10.12 This CONTRACT OF EMPLOYMENT (the “Contract”) is made between Freyr AS organization number 926 089 862 (hereinafter referred to as the “Company”) and Hege Marie Norheim (hereinafter referred to as the “Employee”) The Company was established as a result of a merger of Freyr AS with organization number 920 388 620 (“Freyr”) and certain other companies (the “Transaction”) by way of a Bus

Employment Agreement entered into on May 26, 2021 between FREYR AS (in its capacity as Norway Sub 2 AS, a subsidiary of FREYR Battery) and Jan Arve Haugan.

Exhibit 10.11 This CONTRACT OF EMPLOYMENT (the ?Contract?) is made between Freyr AS organization number 926 089 862 (hereinafter referred to as the ?Company?) and Jan Arve Haugan (hereinafter referred to as the ?Employee?) The Company was established as a result of a merger of Freyr AS with organization number 920 388 620 (?Freyr?) and certain other companies (the ?Transaction?) by way of a Busine

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Option agreement by and between FREYR and EDGE Global LLC, dated May 15, 2019.

Exhibit 10.19 FREYR AS NOTICE OF GRANT OF STOCK OPTION Pursuant to that certain Engagement Agreement duly executed and entered into as of the 1st day of March 2019, by and between FREYR AS, a Norwegian corporation with company registration number 920 388 620 (?Company?) and EDGE Global LLC, a Pennsylvania limited liability company with registration number 82-3080542 (?Participant?) (?Engagement Ag

- REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on May 6, 2021 Registration No. 333-254743 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FREYR Battery (Exact Name of Registrant as Specified in Its Charter) Luxembourg 3670 Not Applicable (State or Other Jurisdiction of Incorporati

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of FREYR Battery Subsidiary Jurisdiction Adama Charlie Sub Cayman Islands

License and Services Agreement, entered into December 15, 2020, between 24M Technologies, Inc. and FREYR AS (incorporated by reference to Exhibit 10.3 of FREYR Battery’s Registration Statement on Form S-4/A filed with the SEC on May 7, 2021).

Exhibit 10.3 [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] LICENSE AND SERVICES AGREEMENT BETWEEN (1) 24M TECHNOLOGIES, INC. AND (2) FREYR TABLE OF CONTENTS 1. definitions and interpretation 2 2. commencement and durat

First Amendment to License and Services Agreement, entered into on January 18, 2021, by and between 24M Technologies, Inc. and FREYR AS.

Exhibit 10.4 [CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.] FIRST AMENDMENT TO LICENCE AND SERVICES AGREEMENT This First Amendment to the License and Services Agreement (the “First Amendment”) is made as of this 18th da

Option agreement by and between FREYR and Steffen Føreid, dated July 24, 2020.

EX-10.20 6 fs42021a1ex10-20freyrbatter.htm OPTION AGREEMENT BY AND BETWEEN FREYR AND STEFFEN FOREID, DATED JULY 24, 2020 Exhibit 10.20 Private & confidential to Steffen Føreid (the ‘Participant’) Stock Options 1,000,000 stock options are granted to the Participant on the terms set out in this allocation letter, in the Stock Option policy and in any resolutions decided upon by either the Board of D