As filed with the Securities and Exchange Commission
on September 1, 2022
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FREYR Battery
(Exact name of registrant as specified in its charter)
Grand Duchy of Luxembourg |
|
Not Applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
22-24, Boulevard Royal, L-2449
Luxembourg
Grand Duchy of Luxembourg
+352 46 61 11 3721
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Tom Einar Jensen
FREYR Battery
22-24, Boulevard Royal, L-2449 Luxembourg
Grand Duchy of Luxembourg
+352 46 61 11 3721
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Oscar K. Brown
FREYR Battery US Holding, Inc.
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
(302)-658-7581
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to
Danny Tricot, Esq.
Denis Klimentchenko, Esq.
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
Canary Wharf
London, E14 5DS
+44 20 7519 7000
Approximate date
of commencement of proposed sale to the public: From time to time after this Registration
Statement becomes effective.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to
register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
|
Emerging growth company ☒ |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby
amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to such Section 8(a), may determine.
STATEMENT
PURSUANT TO RULE 429
The registrant is filing
a single prospectus in this registration statement pursuant to Rule 429 under the Securities Act of 1933 (the “Securities Act”).
The prospectus is a combined prospectus relating to: (1) the offering, issuance and sale by FREYR
Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the
laws of Luxembourg (“FREYR Battery”) of up to $500,000,000 in the aggregate of the securities identified on the cover
of this prospectus from time to time in one or more offerings; and (2) (i) 24,625,000 Ordinary Shares issuable upon exercise of warrants
of FREYR Battery, (ii) the resale of an additional 118,968,753 Ordinary
Shares of FREYR Battery (including 12,839,394 Ordinary Shares issuable upon exercise of warrants of FREYR Battery) and (iii) the resale
of warrants exercisable for up to 10,250,000 Ordinary Shares, which were previously registered by the Registration Statement on Form S-1
(File No. 333-258607) originally filed with the SEC on August 9, 2021 and subsequently declared effective, as amended and/or supplemented
(the “Prior Registration Statement”). Pursuant to Rule 429 under the Securities Act, this registration statement on Form S-3
upon effectiveness will serve as a post-effective amendment to the Prior Registration Statement. Such post-effective amendment shall hereafter
become effective concurrently with the effectiveness of this registration statement and in accordance with Section 8(c) of, and Rule 429
under, the Securities Act.
The information in
this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION,
DATED September 1, 2022
PRELIMINARY PROSPECTUS
FREYR Battery
$500,000,000
Ordinary Shares, Preferred
Shares, Debt Securities, Warrants, Rights, Purchase Units
Offered by FREYR Battery
24,625,000 Ordinary Shares
Offered by FREYR Battery
118,968,753 Ordinary Shares
10,250,000 Warrants to
Purchase Ordinary Shares
Offered by Selling Securityholders
We may from time to time offer
and sell ordinary shares, preferred shares, debt securities, warrants, subscription rights and purchase units. This prospectus also relates
to (i) the offer and sale of 24,625,000 Ordinary Shares issuable upon exercise of warrants, (ii) the resale from time to time by the selling
securityholders identified in this prospectus of an additional 118,968,753 of our Ordinary Shares (including 12,839,394 Ordinary Shares
issuable upon exercise of our warrants) and (iii) the resale from time to time by the selling securityholders of warrants exercisable
for up to 10,250,000 of our Ordinary Shares.
This prospectus also covers any
additional securities that may become issuable by reason of stock splits, stock dividends or recapitalizations. We will not receive any
of the proceeds from the sale by the selling securityholders of the shares of the securities offered by them hereby. We will receive proceeds
from FREYR Warrants covered by this Registration Statement in the event that such FREYR Warrants are exercised for cash.
The selling securityholders
will pay all underwriting discounts and selling commissions, if any, in connection with their sale of our Ordinary Shares and warrants.
We have agreed to pay certain expenses in connection with this registration statement and to indemnify the selling securityholders and
certain related persons against certain liabilities. As of the date of this prospectus, no underwriter or other person has been engaged
to facilitate the sale of our Ordinary Shares or warrants held by the selling securityholders.
This prospectus provides you with a general description of the securities
and the general manner in which we and the selling securityholders may offer or sell the applicable securities. We will provide the specific
prices and terms of these securities in one or more prospectus supplements to this prospectus at the time of offering. For general information
about the distribution of securities offered by us and the selling securityholders, see “Plan of Distribution for Securities Offered
by Us” and “Plan of Distribution for Securities Offered by Selling Securityholders”. You should read this prospectus
and any accompanying prospectus supplement before you invest.
Our Ordinary Shares and FREYR
Public Warrants, FREYR Private Warrants and FREYR Working Capital Warrants are listed on the NYSE under the symbols FREY and FREY WS,
respectively. On August 31, 2022, the closing price of our Ordinary Shares was $14.24 and the closing price of our publicly traded warrants
was $5.05.
We are an “emerging
growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), and will
be subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that
is an emerging growth company.
Investing in our securities
involves a high degree of risk. See “Risk Factors” on page 3 of this prospectus and any similar section included in any
accompanying prospectus supplement and in the documents incorporated by reference in this prospectus. You should carefully consider these
factors before making your investment decision.
Neither the SEC nor any
other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The
date of this prospectus is , 2022.
TABLE OF CONTENTS
You should rely only on
the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained
in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information
contained in this prospectus is accurate as of any date other than that date or as of any earlier date as of which information is given.
For investors outside
the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any
jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and
to observe any restrictions relating to this offering and the distribution of this prospectus.
ABOUT
THIS PROSPECTUS
This prospectus is part of
a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf”
registration process. Under this shelf registration process, we may from time to time sell any combination of the securities described
in this prospectus in one or more offerings for an aggregate offering price of up to $500,000,000.
This prospectus also relates
to the offer and sale of:
(i) 14,375,000 Ordinary Shares
issuable upon the exercise of warrants issued in connection with the Business Combination (as defined below) in exchange for public warrants
issued as part of the units in Alussa’s (as defined below) initial public offering (the “FREYR Public Warrants”),
(ii) 8,750,000 Ordinary Shares
issuable upon the exercise of warrants issued in connection with the Business Combination in exchange for private placement warrants to
purchase Class A ordinary shares of Alussa (the “FREYR Private Warrants”), and
(iii) 1,500,000 Ordinary
Shares issuable upon the exercise of warrants issued in connection with the Business Combination in exchange for warrants issued upon
the conversion of a working capital loan (the “FREYR Working Capital Warrants”),
which Ordinary Shares were
originally registered in the Registration Statement on Form S-4 (File No. 333-254743) (the “S-4 Registration Statement”) and
subsequently registered in the Registration Statement on Form S-1 (File No. 333-258607) originally filed with the SEC on August 9, 2021
and subsequently declared effective, as amended and/or supplemented (the “Prior Registration Statement”).
In addition, the securities
offered for resale from time to time by the selling securityholders named in this prospectus hereunder include:
(i) an aggregate of 60,000,000
Ordinary Shares (the “PIPE Shares”) issued in a private placement immediately prior to the closing of the Business Combination,
(ii) securities issued to
former securityholders of FREYR AS, a private limited liability company organized under the laws of Norway (“FREYR Legacy”)
in connection with the Business Combination pursuant to an exemption from the registration requirements of the Securities Act of 1933,
as amended (the “Securities Act”), consisting of 37,452,359 Ordinary Shares issued in exchange for ordinary shares of FREYR
Legacy, 2,589,394 Ordinary Shares issuable upon the exercise of warrants issued in exchange for warrants to purchase ordinary shares of
FREYR Legacy, and 1,489,500 Ordinary Shares issued in exchange for preferred shares of FREYR Legacy, and
(iii) securities that were
registered in the S-4 Registration Statement and the Prior Registration Statement, consisting of 7,187,500 Ordinary Shares issued in
connection with the Business Combination in exchange for Class B ordinary shares of Alussa initially purchased by the Alussa Energy Sponsor
LLC (“Sponsor”) in a private placement prior to the initial public offering of Alussa Energy Acquisition Corp., a Cayman
Islands exempted company (“Alussa”), 8,750,000 Ordinary Shares issuable upon the exercise of the FREYR Private Warrants,
1,500,000 Ordinary Shares issuable upon the exercise of the FREYR Working Capital Warrants, 8,750,000 FREYR Private Warrants, and 1,500,000
FREYR Working Capital Warrants.
We will not receive any proceeds
from the sale by such Selling Securityholders (as defined below) of the securities offered by them described in this prospectus. We will
receive proceeds from FREYR Warrants covered by this Registration Statement in the event that such FREYR Warrants are exercised for cash.
Neither we nor the Selling
Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in
this prospectus or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. Neither we nor
the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where
the offer or sale is not permitted.
We may also provide a prospectus
supplement or, if appropriate, a post-effective amendment, to the registration statement to add information to, or update or change information
contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment
to the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled
“Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
FREQUENTLY
USED TERMS
Unless otherwise stated or
unless the context otherwise requires, the term “FREYR Legacy” refers to FREYR AS, a company organized under the laws of Norway,
and their consolidated subsidiaries, and the term “Alussa” refers to Alussa Energy Acquisition Corp., a Cayman Islands exempted
company, and “FREYR”, the “Company”, “Registrant”, “we”, “us” and “our”
refers to FREYR Battery, a Luxembourg company and where appropriate, our wholly owned subsidiaries. In this document:
“24M” means 24M
Technologies, Inc., a Delaware corporation.
“Alussa” means
Alussa Energy Acquisition Corp., a Cayman Islands exempted company.
“Alussa Articles”
means the Amended and Restated Memorandum and Articles of Association of Alussa adopted on November 25, 2019.
“Alussa Public Warrant”
means each whole warrant (other than the Private Placement Warrants), entitling the holder thereof to purchase one Alussa Class A ordinary
share at a price of $11.50 per share as issued by Alussa as part of its initial public offering on November 25, 2019.
“Alussa Units”
means the Alussa units issued in the IPO, each consisting of one Class A ordinary share and one-half of one Alussa Public Warrant.
“Alussa Warrants”
means Private Placement Warrants and Alussa Public Warrants, collectively.
“Base Consideration”
means $410,550,000.
“Business Combination”
or “Transactions” means the Mergers and the other transactions contemplated by the Business Combination Agreement.
“Business Combination
Agreement” means the Business Combination Agreement, dated as of January 29, 2021, as it may be amended from time to time, by and
among Alussa, the Purchaser Representative, FREYR Legacy, the Shareholder Representative, FREYR, the Merger Subs and the Major Shareholders.
“Cayman Companies Act”
means the Companies Act (2021 Revision), as amended, of the Cayman Islands.
“Cayman Merger”
means the merger pursuant to the terms of the Business Combination Agreement and the Plan of Merger whereby Alussa merged with and into
Cayman Merger Sub, with Alussa continuing as the surviving entity.
“Cayman Merger Sub”
means Adama Charlie Sub, a Cayman Islands exempted company.
“Class A ordinary shares”
means the class A ordinary shares of Alussa, par value $0.0001 per share.
“Class B ordinary shares”
means the class B ordinary shares of Alussa, par value $0.0001 per share.
“Closing” means
the closing of the Business Combination.
“Code” means
the Internal Revenue Code of 1986, as amended.
“Company Preferred
Share Transferors” means Encompass Capital Master Fund LP, BEMAP Master Fund Ltd. and Encompass Capital E L Master Fund L.P.
“Cross-Border Merger”
means the merger pursuant to the terms of the Business Combination Agreement whereby Norway Merger Sub 1 merged with and into FREYR, with
FREYR continuing as the surviving entity.
“EDGE Global”
means EDGE Global LLC.
“Encompass” means
Encompass Capital Advisors LLC.
“Equity Consideration”
means the Base Consideration plus or minus the Legal Cost Adjustment (as applicable).
“Exchange Act”
means the Securities Exchange Act of 1934, as amended.
“Exchange Ratio”
means the quotient obtained by dividing (a) the amount of the Equity Consideration divided by the lower of (i) the Redemption Price and
(ii) the PIPE Price, by (b) the number of Aggregate Fully Diluted Company Shares (as defined in the Business Combination Agreement). The
Exchange Ratio was 0.179038.
“First Closing”
means the consummation of the Cayman Merger in accordance with the terms and subject to the conditions of the Business Combination Agreement.
“First Closing Date”
means the date on which the First Closing actually occurred.
“FREYR” means
FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under
the laws of Luxembourg, with registered office at 22-24, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, registered with
the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 251199.
“FREYR Articles”
means the articles of FREYR as of the date of the Closing (as amended from time to time and for the last time on November 26, 2021) unless
otherwise provided herein.
“FREYR Options”
means options to purchase FREYR Ordinary Shares.
“FREYR Private Warrant”
means each one whole warrant issued in connection with the Business Combination in exchange for private placement warrants, entitling
the holder thereof to purchase one (1) FREYR Ordinary Share at a purchase price of $11.50 per share on the same terms and conditions as
the Private Placement Warrants.
“FREYR Public Warrant”
means each one whole warrant (other than the FREYR Private Warrants and FREYR Working Capital Warrants) entitling the holder thereof to
purchase one (1) FREYR Ordinary Share at a purchase price of $11.50 per share.
“FREYR Warrants”
means FREYR Public Warrants, FREYR Private Warrants, FREYR Working Capital Warrants and any warrants issued to the holders of FREYR warrants
pursuant to the Business Combination Agreement, collectively.
“FREYR Working Capital
Warrant” means one whole warrant issued in connection with the Business Combination in exchange for warrants issued upon the conversion
of a working capital loan, entitling the holder thereof to purchase one (1) FREYR Ordinary Share at a purchase price of $11.50 per share
on the same terms and conditions as the Private Placement Warrants.
“FREYR Legacy”
means FREYR AS, a private limited liability company organized under the laws of Norway.
“FREYR Legacy Ordinary
Shares” means 209,196,827 ordinary shares of FREYR Legacy, each with a par value of, after giving effect of the Norway Demerger,
NOK 0.00993 per share.
“IPO” means the
initial public offering of Alussa Units consummated on November 29, 2019.
“Legal Cost Adjustment”
means (i) to the extent the legal costs incurred in connection with the Transactions by FREYR Legacy up to the Second Closing Date (“FREYR
Legal Costs”) exceed $5,500,000, an amount equal to the FREYR Legal Costs minus $5,500,000 (which amount shall be deducted from
the consideration above) and (ii) to the extent the FREYR Legal Costs are less than $2,500,000, an amount equal to $2,500,000 minus the
FREYR Legal Costs.
“Major Shareholders”
means those certain shareholders of FREYR Legacy as set forth in the Business Combination Agreement, which include (i) ATS AS (in its
capacity as a Major Shareholder), (ii) EDGE Global and (iii) entities affiliated with Teknovekst NUF.
“Mergers” means
the Cayman Merger, the Norway Merger and the Cross-Border Merger.
“Merger Subs”
means the Norway Merger Subs and Cayman Merger Sub.
“Norway Demerger”
means the transfer of the FREYR Wind Business to SVPH prior to the First Closing, resulting in such business becoming held by FREYR Legacy’s
shareholders through SVPH.
“Norway Merger”
means the merger pursuant to the terms of the Business Combination Agreement whereby FREYR Legacy merged with and into Norway Merger Sub
2, with Norway Merger Sub 2 continuing as the surviving entity.
“Norway Merger Sub
1” means Norway Sub 1 AS, a private limited liability company organized under the laws of Norway.
“Norway Merger Sub
2” means Norway Sub 2 AS, a private limited liability company organized under the laws of Norway.
“Norway Merger Subs”
means Norway Merger Sub 1 and Norway Merger Sub 2.
“NYSE” means
The New York Stock Exchange.
“Ordinary Shares”
means the ordinary shares of FREYR, without nominal value.
“PIPE Investment”
means the sale and issuance to the PIPE Investors $600 million of FREYR Legacy Ordinary Shares, at the PIPE Price, immediately prior to
the Second Closing, pursuant to the relevant subscription agreements.
“PIPE Investor”
means those certain investors who entered into subscription agreements with Alussa and FREYR.
“PIPE Price”
means $10.00 per FREYR Ordinary Share.
“Plan of Merger”
means the plan of merger filed with the Registrar of Companies of the Cayman Islands in respect of the Cayman Merger and any amendment
or variation thereto made in accordance with the provisions of the Cayman Companies Act.
“Private Placement
Warrants” means the 8,750,000 Alussa Warrants purchased by the Sponsor in a private placement at the time of the IPO for a purchase
price of $1.00 per warrant, each of which was exercisable for one Class A ordinary share.
“Public Shares”
means Class A ordinary shares of Alussa issued as part of the Alussa Units sold in the IPO.
“Purchaser Representative”
means the Sponsor in its capacity as the purchaser representative in accordance with the terms and conditions of the Business Combination
Agreement.
“Redemption Price”
means an amount equal to a pro rata portion of the aggregate amount on deposit in the Trust Account two days prior to the completion of
the Business Combination calculated in accordance with the Alussa Articles (as equitably adjusted for shares splits, shares dividends,
combinations, recapitalizations and the like after the Closing).
“Registration Rights
Agreement” means the registration rights agreement for the Major Shareholders and the Purchaser Representative in substantially
the form attached hereto as Exhibit 4.5 and as an exhibit to the Business Combination Agreement.
“RESA” means
Recueil Électronique des Sociétés et Associations of the Grand Duchy of Luxembourg.
“SEC” means the
U.S. Securities and Exchange Commission.
“Second Closing”
means the consummation of the transactions contemplated under the Business Combination Agreement (other than the Cayman Merger, which
occurred on the First Closing Date).
“Second Closing Date”
means the date on which the Second Closing actually occurred.
“Securities Act”
means the U.S. Securities Act of 1933, as amended.
“Shareholder Representative”
means ATS AS, in the capacity as the representative for the Major Shareholders in accordance with the terms and conditions of the Business
Combination Agreement.
“Sponsor” means
Alussa Energy Sponsor LLC, a Delaware limited liability company.
“SVPH” means
Sjonfjellet Vindpark Holding AS, a private limited liability company incorporated as a result of the Norway Demerger.
“Trust Account”
means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of warrants to the Sponsor in a private
placement.
“$” means the
currency in dollars of the United States of America.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein may contain forward-looking
statements. All statements other than statements of historical or current facts contained or incorporated by reference in this prospectus
and any accompanying prospectus supplement may be forward-looking statements. Statements regarding our future results of operations and
financial position, business strategy and plans and objectives of management for future operations, including, among others, statements
regarding the offering, liquidity, growth and profitability strategies and factors and trends affecting our business are forward-looking
statements. Forward-looking statements can be identified in some cases by the use of words such as “believe,” “can,”
“could,” “potential,” “plan,” “predict,” “goals,” “seek,” “should,”
“may,” “may have,” “would,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” the negative of these words, other similar expressions or by discussions of strategy, plans
or intentions.
The forward-looking statements contained or incorporated by reference
in this prospectus and any accompanying prospectus supplement are only predictions. We base these forward-looking statements largely on
our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition
and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that
may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to,
the factors set forth under the heading “Risk Factors” in our most recent Annual Report on Form 10-K. These factors
include risks related to: (1) changes adversely affecting the battery industry and the development of existing or new technologies; (2)
the failure of 24M Technologies, Inc. technology or our batteries to perform as expected; (3) our ability to manufacture battery cells
and to develop and increase our production capacity in a cost-effective manner; (4) technological developments in existing technologies
or new developments in competitive technologies that could adversely affect the demand for our battery cells; (5) increases in the cost
of electricity or raw materials and components.
Because forward-looking statements
are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking
statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved
or occur and actual results could differ materially from those projected in the forward-looking statements.
In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this prospectus or any accompanying prospectus supplement, and
while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our
statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available
relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
You
should read this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and therein with
the understanding that our actual future results, levels of activity, performance and achievements may be materially different from
what we expect. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety
by these cautionary statements.
These
forward-looking statements speak only as of the date of this prospectus or, in the case of any accompanying prospectus supplement or
documents incorporated by reference, the date of any such document. Except as required by applicable law, we do not plan to publicly
update or revise any forward-looking statement, whether as a result of any new information, future events or otherwise.
SUMMARY
OF THE PROSPECTUS
This summary highlights
selected information appearing elsewhere in this prospectus. Because it is a summary, it may not contain all of the information that may
be important to you. To understand this offering fully, you should read this entire prospectus carefully, including the information set
forth under the heading “Risk Factors” and our financial statements and related notes included in this prospectus or incorporated
by reference into this prospectus, any applicable prospectus supplement and the documents to which we have referred to in the “Incorporation
of Certain Documents by Reference” section below.
Company Overview
Our mission and vision is to
accelerate the decarbonization of the transportation sector and energy systems by delivering some of the world’s cleanest and most
cost-effective batteries. The global response to climate change is driving two notable trends: first, a shift from an energy system based
on fossil fuels to an energy system based on renewable, intermittent sources of energy such as solar and wind power, and second, an increased
electrification of existing transportation, energy and infrastructure systems. We believe that these two trends will drive substantially
increased demand for electricity storage in general and the need for lithium-ion batteries in particular. Our initial focus is on production
of the battery cell, which represents approximately 32% of battery value chain revenues and is one of the more energy intensive parts
of the value chain. Our manufacturing platform will have the capabilities to host many types of battery specifications, as determined
by customer demand, and will pursue (1) licensing-based partnerships to develop and enhance next-generation technology and (2) partnerships
with conventional battery cell technology providers.
We are a development stage
company with no revenue to date. FREYR incurred a net loss of approximately $93.4 million for the year ended December 31, 2021.
We believe that we will continue to incur operating and net losses each quarter until at least the time we begin significant production
of our battery cells, which is not expected to occur until 2024, and may occur later.
FREYR was incorporated on January 20,
2021 for the purpose of effectuating the Business Combination.
FREYR was incorporated under
the laws of Luxembourg as a public limited liability company (société anonyme).
The Business Combination
FREYR AS, a private limited
liability company organized under the laws of Norway (“FREYR Legacy”), previously consummated a merger pursuant to that certain
Business Combination Agreement, dated January 29, 2021 (the “Business Combination Agreement”), by and among Alussa Energy
Acquisition Corp., a Cayman Islands exempted company (“Alussa”), Alussa Energy Sponsor LLC (“Sponsor”), FREYR,
FREYR Legacy, ATS AS (“Shareholder Representative”), Norway Sub 1 AS, a private limited liability company organized under
the laws of Norway (“Norway Merger Sub 1”), Norway Sub 2 AS, a private limited liability company organized under the laws
of Norway (“Norway Merger Sub 2”), Adama Charlie Sub, a Cayman Islands exempted company (“Cayman Merger Sub”)
and the shareholders of FREYR Legacy named therein (the “Major Shareholders”). In connection with the Business Combination,
among other things, (i) prior to the First Closing, the FREYR Legacy’s wind farm business was transferred to Sjonfjellet Vindpark
Holding AS (“SVPH”), a private limited liability company to be incorporated by way of the Norway Demerger resulting in such
business being held by FREYR Legacy’s shareholders through SVPH, (ii) Alussa merged with and into Cayman Merger Sub, with Alussa
continuing as the surviving entity and a wholly owned subsidiary of FREYR (the “Cayman Merger”), (iii) Alussa distributed
all of its interests in Norway Merger Sub 1 to FREYR, (iv) FREYR Legacy merged with and into Norway Merger Sub 2, with Norway Merger
Sub 2 continuing as the surviving entity, (v) FREYR acquired all preferred shares of Norway Merger Sub 1 (issued in exchange for
the FREYR Legacy convertible preferred shares as a part of the Norway Merger) from the Company Preferred Share Transferors in exchange
for a number of newly issued shares of FREYR, and (vi) Norway Merger Sub 1 merged with and into FREYR, with FREYR continuing as the
surviving entity (the transactions contemplated by the Business Combination Agreement collectively, the “Business Combination”).
The Private Placement
On January 29, 2021, Alussa
and FREYR entered into the relevant subscription agreements with certain investors for the PIPE Investment, pursuant to which FREYR issued
and sold to the PIPE Investors $600 million of FREYR Ordinary Shares, at a price of $10.00 per share for which PIPE Investors received
60,000,000 FREYR Ordinary Shares.
Stock Exchange Listing
FREYR Ordinary Shares and FREYR
Public Warrants, FREYR Private Warrants and FREYR Working Capital Warrants are currently listed on the NYSE under the symbols FREY and
FREY WS, respectively.
Emerging Growth Company
We are an emerging growth company
as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). We will remain an emerging growth
company until the earliest to occur of: the last day of the fiscal year in which we have more than $1.07 billion in annual revenues;
the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates;
the issuance, in any three-year period, by us of more than $1.0 billion in non-convertible debt securities; and the last day
of the fiscal year ending after the fifth anniversary of our initial public offering.
Section 107 of the JOBS
Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act, for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption
of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such
extended transition period, which means that when a standard is issued or revised and it has different application dates for public or
private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new
or revised standard. This may make comparison of our financial statements with certain other public companies difficult or impossible
because of the potential differences in accounting standards used.
Corporate Information
The mailing address of FREYR’s registered
and principal executive office is 22-24, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg.
Our investor relations website
is located at ir.freyrbattery.com/overview/, and its news site located at ir.freyrbattery.com/ir-news, our Twitter account
is located at https://twitter.com/freyrbattery?lang=en, our LinkedIn account is located at www.linkedin.com/company/freyrbattery,
and our Youtube page is located at https://www.youtube.com/channel/UCo0NLMtaYsf2HfnDe6XtFLw. We use our investor relations website,
our Twitter account, our LinkedIn account and our Youtube page to post important information for investors, including news releases, analyst
presentations, and supplemental financial information, and as a means of disclosing material non-public information and for complying
with our disclosure obligations under Regulation FD. Accordingly, investors should monitor our investor relations website, our
Twitter account, our LinkedIn account and our Youtube page, in addition to following press releases, SEC filings and public conference
calls and webcasts. Our website, Twitter account, our LinkedIn account and our Youtube page and the information contained on each, or
that can be accessed through each, is not deemed to be incorporated by reference in, and is not considered part of, this prospectus or
any accompanying prospectus supplement, and you should not consider it a part of this prospectus or any accompanying prospectus supplement.
We also make available, free of charge, on our investor relations website under “Financials — SEC Filings,”
our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports
as soon as reasonably practicable after electronically filing or furnishing those reports to the SEC.
RISK
FACTORS
Investing in our securities
involves risks. You should carefully review the risk factors contained under the heading “Risk Factors” in our Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 and any risk factors that we may describe in our Quarterly Reports on
Form 10-Q or Current Reports on Form 8-K filed subsequently to the Annual Report on Form 10-K, which risk factors are incorporated by
reference in this prospectus, the information contained under the heading “Cautionary Note Regarding Forward-Looking Statements”
in this prospectus or under any similar heading in any applicable prospectus supplement or in any document incorporated herein or therein
by reference, any specific risk factors discussed under the caption “Risk Factors” in any applicable prospectus supplement
or in any document incorporated herein or therein by reference and the other information contained in, or incorporated by reference in,
this prospectus or any applicable prospectus supplement before making an investment decision. The risks and uncertainties described in
our SEC filings are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently see
as immaterial, may also harm our business. If any such risks and uncertainties actually occur, our business, financial condition, results
of operations, cash flows and prospects could be materially and adversely affected, the market price of our securities could decline and
you could lose all or part of your investment. See “Incorporation of Certain Documents by Reference” and “Cautionary
Note Regarding Forward-Looking Statements.”
USE
OF PROCEEDS
We expect to use the net
proceeds from the sale of any securities offered under this prospectus for general corporate purposes unless otherwise indicated in the
applicable prospectus supplement. General corporate purposes may include the financing of our operations or investments. We have not
determined the amount of net proceeds to be used specifically for such purposes. As a result, management will retain broad discretion
over the allocation of net proceeds.
All of the securities offered
by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts.
We cannot currently determine the price or prices at which such securities may be sold by the Selling Securityholders. We will not receive
any of the proceeds from these sales. We will, however, receive up to an aggregate of approximately $283,187,500 from the exercise of
the FREYR Public Warrants, FREYR Private Warrants and FREYR Working Capital Warrants, assuming the exercise in full of all of such FREYR
Warrants for cash. We expect to use the net proceeds from the exercise of these FREYR Warrants for general corporate purposes. No assurances
can be given that any FREYR Warrants will be exercised or that we will receive any cash proceeds upon such exercise if cashless exercise
is available.
The Selling Securityholders
will pay any underwriting fees, discounts, selling commissions, stock transfer taxes and certain legal expenses incurred by such Selling
Securityholders in disposing of their securities, and we will bear all other costs, fees and expenses incurred in effecting the registration
of such securities covered by this prospectus, including, without limitation, all registration and filing fees, any NYSE fees and fees
and expenses of our counsel and our independent registered public accountants.
SECURITIES
WE MAY OFFER
This prospectus contains summary
descriptions of the securities we may offer from time to time. These summary descriptions are not meant to be complete descriptions of
each security. The particular terms of any security will be described in the applicable prospectus supplement and/or any related free
writing prospectus.
DESCRIPTION
OF CAPITAL STOCK
The following description
of our Ordinary Shares and Preferred Shares, together with the additional information we include in any applicable prospectus supplement
and/or any related free writing prospectus, summarizes the material terms and provisions of the Ordinary Shares and Preferred Shares
that may be offered under this prospectus. The following summary of the material terms of our Ordinary Shares and Preferred Shares is
not intended to be a complete summary of the rights and preferences of such Ordinary Shares and Preferred Shares. It is qualified by
reference to our Consolidated Articles of Association as of November 26, 2021 (the “FREYR Articles”) as may be amended from
time to time and the Registration Rights Agreement, which are exhibits to the registration statement of which this prospectus is a part,
and the Luxembourg law of 10th August 1915 on commercial companies, as amended (the “Luxembourg Company Law”).
Authorized Share Capital
In accordance with the FREYR
Articles, the authorized share capital of FREYR (including the issued share capital other than the Initial Shares (as defined hereinafter))
is set at $245,000,000, represented by 245,000,000 Ordinary Shares without nominal value, valid for a period ending on June 9, 2026, the
date which falls five years after the publication in the RESA, on June 8, 2021, of the resolutions of the former sole shareholder of the
Company held on May 20, 2021. As further detailed below in the Section "Issuance of Preferred Shares", FREYR intends to
take the requisite corporate actions in order to allow for the issuance of preferred shares by the board of directors of FREYR.
Share Capital
As of June 21, 2021, FREYR’s
issued share capital amounted to $40,000, represented by a total of 40,000 redeemable shares with no nominal value (the “Initial
Shares”). All Initial Shares were fully paid and subscribed for. A shareholder in a Luxembourg société anonyme
holding fully paid up shares is not liable, solely because of his or her or its shareholder status, for additional payments to FREYR or
its creditors.
Upon effectiveness of the First
Closing, FREYR redeemed and subsequently cancelled all the Initial Shares so that the share capital of FREYR is solely represented by
the Ordinary Shares. The FREYR Articles further provide for an authorized share capital in the amount of $245,000,000 (including the issued
share capital but excluding the Initial Shares) divided into 245,000,000 ordinary shares with no nominal value.
On November 26, 2021,
following the exercise of warrants by certain warrant holders, the FREYR Articles were amended to reflect under Article 5.1 an increase
of the issued share capital from $116,440,191.00 (represented by 116,440,191 Ordinary Shares) to $116,853,504.00 (represented by
116,853,504 Ordinary Shares).
As of August 31, 2022, FREYR
held 150,000 treasury shares.
FREYR Articles
FREYR is registered with the
Luxembourg Trade and Companies’ Register under number B251199.
Its corporate purpose, as stated
in Article 4 of the FREYR Articles, is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies,
or other entities or enterprises, the acquisition by purchase, subscription, or in any other manner as well as the transfer by sale, exchange
or otherwise of stock, bonds, debentures, notes and other securities or rights of any kind including interests in partnerships, and the
holding, acquisition, disposal, investment in any manner (in), development, licensing or sub licensing of, any patents or other intellectual
property rights of any nature or origin as well as the ownership, administration, development and management of its portfolio. FREYR may
carry out its business through branches in Luxembourg or abroad. FREYR may borrow in any form and proceed to the issue by private or public
of bonds, convertible bonds and debentures or any other securities or instruments it deems fit. In a general fashion FREYR may grant assistance
(by way of loans, advances, guarantees or securities or otherwise) to companies or other enterprises in which FREYR has an interest or
which form part of the group of companies to which the Company belongs or any entity as FREYR may deem fit (including upstream or cross
stream), take any controlling, management, administrative and/or supervisory measures and carry out any operation which it may deem useful
in the accomplishment and development of its purposes. FREYR can perform all commercial, technical and financial or other operations,
connected directly or indirectly in all areas in order to facilitate the accomplishment of its purpose. Finally, FREYR may conduct, or
be involved in any way in, directly or indirectly, the development, financing, construction and operation of batteries and/or battery
cells, as well as the production of any materials required for battery cell manufacturing, and sales of batteries and/or battery cells
into markets including but without limitation, electric mobility, energy storage systems as well as marine and aviation applications and
any related or connected activity.
Issuance of Ordinary Shares
Pursuant to Luxembourg law,
the issuance of Ordinary Shares requires approval by the general meeting of shareholders of FREYR at the quorum and majority required
for amending the FREYR Articles. The former sole shareholder of FREYR approved an authorized capital and authorized the board of directors
to issue Ordinary Shares up to the maximum amount of such authorized capital for a maximum period of five years after the publication
of the resolution of the sole shareholder approving such authorization in the Luxembourg RESA. The general meeting may amend, renew, or
extend such authorized capital and such authorization to the board of directors to issue Ordinary Shares.
FREYR recognizes only one (1) holder
per share. In case a share is owned by several persons, they shall appoint a single proxy who shall represent them in respect of FREYR. FREYR
has the right to suspend the exercise of all rights attached to that share until such representative has been appointed.
Upon the consummation of the
Business Combination, the board of directors of FREYR resolved on the issuance of Ordinary Shares out of the authorized capital. The board
of directors also resolved on the applicable procedures and timelines to which such issuance will be subjected. If the proposal of the
board of directors to issue new Ordinary Shares exceeds the limits of FREYR’s authorized share capital, the board of directors must
convene the shareholders to an extraordinary general meeting for the purpose of increasing the issued and/or the authorized share capital.
Such meeting will be subject to the quorum and majority requirements required for amending the FREYR Articles.
Preemptive Rights
Under Luxembourg law, existing
shareholders benefit from a preemptive subscription right on the issuance of the Ordinary Shares for cash consideration. However, FREYR’s
shareholders have, in accordance with Luxembourg law, authorized the board of directors to suppress, waive, or limit any preemptive subscription
rights of shareholders provided by law to the extent that the board of directors deems such suppression, waiver, or limitation advisable
for any issuance or issuances of the Ordinary Shares within the scope of FREYR’s authorized share capital. Such authorization will
be valid for a period ending on June 9, 2026, the date which falls five years after the publication in the RESA, on June 8, 2021, of
the resolutions of the former sole shareholder of the Company held on May 20, 2021. The extraordinary general meeting of shareholders
may, by two-thirds majority vote, limit, waive, or cancel such preemptive rights or renew, amend, or extend them, in each case for a
period not to exceed five years. Such shares may be issued above, at, or below market value. Under Luxembourg Company Law subject
to certain formal requirements, which have not to date been undertaken and which include the approval of the extraordinary general meeting,
such shares may also be issued below the accounting par value per share. The Ordinary Shares may also be issued by way of incorporation
of available reserves, including share premium. In addition, the board of directors has been authorized by the general meeting to allocate,
within the limits of the authorized share capital, existing shares or new shares, including free of charge, to directors, officers and
staff members of the Company or of companies or other entities in which the Company holds directly or indirectly at least 10 per cent
of the capital or voting rights. Such authorization shall by operation of law, operate as a waiver by existing shareholders of their
preemptive subscription right for the benefit of the recipients of such shares allotted free of charge. The board of directors may determine
the terms and conditions of such allocation, which may comprise a period after which the allocation is final and a minimum holding period
during which the recipients must retain the shares.
Repurchase of Ordinary Shares
FREYR cannot subscribe to its
own shares. FREYR may, however, itself or through its subsidiaries repurchase issued Ordinary Shares or have another person repurchase
issued Ordinary Shares for its account, subject to the following conditions:
| ● | prior authorization by a simple majority vote at an ordinary
general meeting of shareholders, which authorization sets forth: |
| ● | the terms and conditions of the proposed repurchase and in
particular the maximum number of Ordinary Shares that may be repurchased; |
| ● | the duration of the period for which the authorization is
given, which may not exceed five years; and |
| ● | in the case of repurchase for consideration, the minimum
and maximum consideration per share, provided that the prior authorization shall not apply in the case of Ordinary Shares acquired by
either FREYR, or by a person acting in his or her own name on its behalf, for the distribution thereof to its staff or to the staff of
a company with which it is in a control relationship; |
| ● | only fully paid-up Ordinary Shares may be repurchased; |
| ● | the voting and dividend rights attached to the repurchased
Ordinary Shares will be suspended as long as the repurchased Ordinary Shares are held by FREYR or its direct subsidiaries. The voting
rights attached to Ordinary Shares held by indirect subsidiaries will also be suspended. |
The repurchase offer must be
made on the same terms and conditions to all the shareholders who are in the same position. In addition, as a listed company FREYR may
repurchase Ordinary Shares on the stock market without having to make or an offer to all of its shareholders.
The authorization will be valid
for a period ending on the earlier of five years from the date of such shareholder authorization and the date of its renewal by a
subsequent general meeting of shareholders.
In addition, pursuant to
Luxembourg Company Law, FREYR may directly or indirectly repurchase Ordinary Shares by resolution of its board of directors without the
prior approval of the general meeting of shareholders if such repurchase is deemed by the board of directors to be necessary to prevent
serious and imminent harm to FREYR, or if the acquisition of Ordinary Shares has been made with the intent of distribution to its employees
and/or the employees of any entity having a controlling relationship with FREYR.
Form and Transfer of Ordinary Shares
The Ordinary Shares are issued
in registered form only and are freely transferable under Luxembourg law and the FREYR Articles. Luxembourg law does not impose any limitations
on the rights of Luxembourg or non-Luxembourg residents to hold or vote the Ordinary Shares.
Under Luxembourg law, the ownership
of registered shares is prima facie established by the inscription of the name of the shareholder and the number of shares held by him
or her in the shareholders’ register. Without prejudice to the conditions for transfer by book-entry where the Ordinary Shares are
recorded in the shareholders’ register on behalf of one or more persons in the name of a depository, each transfer of the Ordinary
Shares shall be effected by written declaration of transfer to be recorded in the shareholders’ register, with such declaration
to be dated and signed by the transferor and the transferee or by their duly appointed agents. FREYR may accept and enter into the shareholders’
register any transfer effected pursuant to an agreement or agreements between the transferor and the transferee, true and complete copies
of which have been delivered to FREYR.
The FREYR Articles provide
that FREYR may appoint registrars in different jurisdictions, each of whom may maintain a separate register for the Ordinary Shares entered
in such register, and that the holders of shares shall be entered into one of the registers. Shareholders may elect to be entered into
one of these registers and to transfer their shares to another register so maintained. FREYR’s board of directors may however impose
transfer restrictions for shares that are registered, listed, quoted, dealt in, or have been placed in certain jurisdictions in compliance
with the requirements applicable therein.
In the case of Ordinary Shares
held through the operator of a securities settlement system or depository, Ordinary Shares will be made available to the shareholders
in book-entry form and, without prejudice to the provisions of the FREYR Articles, give to the shareholders in book-entry-form beneficial
ownership of the rights attaching to the Ordinary Shares.
Liquidation Rights and Dissolution
In the event of FREYR’s
dissolution and liquidation, any surplus of the assets remaining after allowing for the payment of all of FREYR’s liabilities will
be paid out to the shareholders pro rata according to their respective shareholdings. The decision to dissolve and liquidate FREYR requires
approval by an extraordinary general meeting of FREYR’s shareholders.
Merger and De-Merger
A merger by absorption whereby
one Luxembourg company, after its dissolution without liquidation, transfers all of its assets and liabilities to another company in exchange
for the issuance of ordinary shares in the acquiring company to the shareholders of the company being acquired, or a merger effected by
transfer of assets and liabilities to a newly incorporated company, must, in principle, be approved at an extraordinary general meeting
of shareholders of the Luxembourg company, enacted in front of a Luxembourg notary. Similarly, a de-merger of a Luxembourg company is
generally subject to the approval by an extraordinary general meeting of shareholders, enacted in front of a Luxembourg notary.
No Appraisal Rights
Neither Luxembourg law nor
the FREYR Articles provide for appraisal rights of dissenting shareholders.
General Meeting of Shareholders
Any regularly constituted general
meeting of shareholders represents the entire body of FREYR shareholders.
Any holder of an Ordinary Share
is entitled to attend its general meeting of shareholders, either in person or by proxy, to address the general meeting of shareholders
and to exercise voting rights, subject to the provisions of the FREYR Articles and compliance with the conditions governing attendance
or representation at the meeting. Each Ordinary Share entitles the holder to one vote at a general meeting of shareholders. The FREYR
Articles provide that general meetings of shareholders are convened in accordance with the provisions of law. The Luxembourg Company Law
provides that convening notices for every general meeting shall contain the agenda and take the form of announcements filed with the register
of commerce and companies and will be published in the RESA and in a newspaper published in the Grand Duchy of Luxembourg at least fifteen days
before the meeting. The convening notices shall also be communicated by post (or, in respect of any shareholder having individually agreed
to receive convening notices by any other means of communications, by such means of communication) to registered shareholders at least
eight days before the meeting.
A shareholder may participate
in general meetings of shareholders by appointing another person as his or her proxy, the appointment of which shall be in writing. The
FREYR Articles also provide that, in the case of Ordinary Shares held through the operator of a securities settlement system or depository,
a holder of such Ordinary Shares wishing to attend a general meeting of shareholders should receive from such operator or depository a
certificate certifying the number of Ordinary Shares recorded in the relevant account on the relevant record date. FREYR’s board
of director may determine the formal requirements with which such certificates must comply.
The board of directors may
determine a date preceding the general meeting as the record date for admission to, and voting any Ordinary Shares at, the general meeting
(the “GM Record Date”). If a GM Record Date is determined for the admission to and voting at a general meeting only those
persons holding Ordinary Shares on the GM Record Date may attend and vote at the general meeting (and only with respect to those Ordinary
Shares held by them on the GM Record Date).
The annual general shareholder
meeting must be held within six months from the end of the respective financial year at FREYR’s registered office or in any
other place in Luxembourg as may be specified in the convening notice of the meeting. Other general meetings of shareholders may be held
at such place and time as may be specified in the respective convening notices of the meeting.
Luxembourg law provides that
the board of directors is obliged to convene a general meeting of shareholders if shareholders representing, in the aggregate, 10% of
the issued share capital so request in writing with an indication of the meeting agenda. In such case, the general meeting of shareholders
must be held within one month of the request. If the requested general meeting of shareholders is not held within one month, shareholders
representing, in the aggregate, 10% of the issued share capital may petition the competent president of the district court in Luxembourg
to have a court appointee convene the meeting. Luxembourg law provides that shareholders representing, in the aggregate, 10% of the issued
share capital may request that additional items be added to the agenda of a general meeting of shareholders. That request must be made
by registered mail sent to FREYR’s registered office at least five days before the general meeting of shareholders.
The board of directors of FREYR
has the right to adjourn a general meeting for four weeks (up to six weeks, in case of a combined ordinary and extraordinary
general meeting). It must do so if requested by one or more shareholders representing at least 10% of the share capital of FREYR. In
the event of an adjournment, any resolution already adopted by the general meeting shall be cancelled and final resolutions will be adopted
at the adjourned general meeting. Furthermore, one or more shareholders representing at least 10% of the share capital or at least10%
of the voting rights attached to the shares issued by FREYR may ask the board of directors of FREYR questions on one or more transactions
of FREYR or any companies controlled by it.Each Ordinary Share entitles the holder thereof to one vote.
Neither Luxembourg law nor
the FREYR Articles contain any restrictions as to the voting of Ordinary Shares by non-Luxembourg residents and there is no minimum shareholding
(beyond owning a single Ordinary Share or representing the owner of a single Ordinary Share) to attend or vote at a general meeting of
shareholders.
As described further below,
Luxembourg law distinguishes between ordinary general meetings of shareholders and extraordinary general meetings of shareholders.
Ordinary General Meetings. At
an ordinary general meeting, there is no quorum requirement and resolutions are adopted by a simple majority of validly cast votes. Abstentions
are not considered “votes.”
Extraordinary General Meeting. Extraordinary
general meetings are required to be convened for among others any of the following matters: (i) the increase or decrease of the authorized
or issued capital, (ii) the limitation or exclusion of preemptive rights or the authorization of the board of directors to limit
or exclude such rights, (iii) the approval of a statutory merger or de-merger (scission), (iv) FREYR’s dissolution and
liquidation, and (v) any amendments to the FREYR Articles. Pursuant to the FREYR Articles, for any resolutions to be considered at
an extraordinary general meeting of shareholders, except for those on certain specific topics described below, the quorum shall be at
least one half (50%) of FREYR’s outstanding Ordinary Shares. If such quorum is not present, a second meeting may be convened, which
does not need a quorum. Any extraordinary resolution shall be adopted, except otherwise provided by law and the FREYR Articles, by at
least a two-thirds majority of the votes validly cast. Where there is more than one class of shares (e.g., ordinary shares and preferred
shares) and the resolutions of the general meeting is such as to change the respective rights thereof, the resolutions must, in order
to be valid, fulfil the conditions to attendance and majority with respect to each class. Abstentions are not considered “votes”.
The FREYR Articles provide for an increased majority of at least 75% of votes validly cast for the amendments to Articles 9.4, 9.5 and
17.3 to the FREYR Articles. Article 9.4 set outs the requirements for candidates for election to the board of directors, and Article 9.5
sets out the process for shareholders to propose candidates for the election to the board of directors to the general meeting of shareholders.
Article 17.3 is the article setting the increased majority for Articles 9.4 and 9.5.
Minority Action Right. Luxembourg
Company Law provides that one or more shareholders holding, in the aggregate, at least 10% of the securities having a right to vote at
the general meeting that has granted discharge to the members of the board of directors for the execution of their mandate, may act on
FREYR’s behalf to file a liability claim for damages against one or more directors for mismanagement and/or a violation of Luxembourg
Company Law, or of the FREYR Articles.
Dividends
Except for shares held in treasury,
each Ordinary Share is entitled to participate equally in dividends if and when declared out of funds legally available for such purposes.
The FREYR Articles provide that the annual ordinary general meeting of shareholders may declare a dividend and that the board of directors
may declare interim dividends within the limits set by Luxembourg law.
Declared and unpaid dividends
held by FREYR for the account of its shareholders do not bear interest. Under Luxembourg law, claims for dividends lapse in favor of FREYR
five years after the date on which the dividends have been declared.
Board of Directors
The FREYR Articles stipulate
that FREYR shall be managed by a board of directors composed of no less than eight directors who may but do not need to be shareholders
of FREYR. The FREYR board of directors shall, to the extent required by law and otherwise may, appoint a chairperson amongst its
members/the independent directors. The chairperson shall preside over all meetings of the board of directors and of shareholders. It also
may appoint a secretary, who need not be a director and whose responsibility, powers and duties shall be determined by the board of directors.
The FREYR board of directors will meet upon call by the chairperson or any two directors.
A meeting of the board of directors
shall be quorate if the majority of the directors in office (and entitled to vote) is present or represented. Resolutions are adopted
by the simple majority vote of directors present or represented. No valid decision of the board of directors may be taken if the necessary
quorum has not been reached. In case of an equality of votes, neither the chairperson nor any other director shall have the right to cast
the deciding vote. The board of directors may also take decisions by means of resolutions in writing signed by all directors entitled
to vote. Each director has one vote except in case he/she has a conflict of interest in accordance with Luxembourg Company Law and the
FREYR Articles.
The directors are appointed
by the general meeting of shareholders for a period not exceeding six years and until their successors are elected; provided however
that any one or more of the directors may be removed with or without cause (ad nutum) by the general meeting of shareholders by
a simple majority of the votes cast. The directors shall be eligible for re-election indefinitely. Pursuant to the FREYR Articles, any
proposal by shareholders of candidate(s) for election to the board of directors by the general meeting of shareholders must be (i) made
by one or more shareholders who together hold at least 10% of the subscribed share capital of FREYR and (ii) received by FREYR in
writing pursuant to the provisions set forth in the FREYR Articles.
Unless otherwise determined
by the board of directors, candidates for election to the board of directors must provide to FREYR, (i) a written completed questionnaire
with respect to the background and qualification of such person (which questionnaire shall be provided by FREYR upon written request),
(ii) such information as FREYR may request including, without limitation, as may be required, necessary or appropriate pursuant to
any laws or regulation applicable to the Company (including any rules, policies or regulation of any securities market where shares of
the Company are listed or trading) and (iii) the written representation and undertaking that such person is in compliance, and will
comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading
and other policies and guidelines of FREYR or under applicable law that are applicable to directors. Any candidate to be considered must
comply as to his/her qualification and affiliations with any laws, regulations, rules or policies applicable to FREYR.
If there is a vacancy on the
board of directors because of death, retirement, resignation, dismissal, removal or otherwise, the remaining directors have the right
to fill such vacancy until the next general meeting of shareholders with the affirmative vote of a majority of the remaining directors
appointed by the general meeting of shareholders. Within the limits provided for by Luxembourg law, the board of directors may delegate
FREYR’s daily management and the authority to represent FREYR to one or more persons.
No director, solely as a result
of being a director, shall be prevented from contracting with FREYR with regard to his tenure in any office or place of profit, or as
vendor, purchaser, or in any other manner whatsoever. No contract or other transaction between FREYR and any other company or firm shall
be affected or invalidated by the fact only that any one or more of the directors or officers of FREYR is financially interested in, or
is a director, associate, officer, agent, adviser or employee of such other company or firm.
In the case of a conflict of
interest of a director, such director shall indicate such conflict of interest to the board of directors and shall not deliberate or vote
on the relevant matter. Any conflict of interest arising at board level shall be reported to the next general meeting of shareholders
before any resolution is put to vote.
The FREYR Articles provide
that directors and officers, past and present, will be entitled to indemnification from FREYR to the fullest extent permitted by Luxembourg
law against liability and all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit, or proceeding
in which he or she would be involved by virtue of his or her being or having been a director or officer and against amounts paid or incurred
by him or her in the settlement thereof. However, no indemnification will be provided against any liability to FREYR’s directors
or officers (i) by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties of a director
or officer, (ii) with respect to any matter as to which any director or officer shall have been finally adjudicated to have acted
in bad faith and not in FREYR’s interest, or (iii) in the event of a settlement, unless approved by a court of competent jurisdiction
or the board of directors.
There is no mandatory retirement
age for directors under Luxembourg law and no minimum shareholding requirement for directors.
Amendment of Articles of Association
Save in respect of certain
limited matters set out by Luxembourg Company Law and the FREYR Articles which allow the board of directors to implement certain amendments
to the FREYR Articles, Luxembourg Company Law requires an extraordinary general meeting of shareholders to resolve upon an amendment of
the FREYR Articles. The agenda of the extraordinary general meeting of shareholders contained in the convening notice must indicate the
proposed amendments to the FREYR Articles.
Preferred Shares
Issuance of Preferred
Shares
Luxembourg law permits the
issuance of preferred shares by a Luxembourg company provided the board of directors’ authority to issue preferred shares is embedded
in the company’s articles of association. Currently, the FREYR Articles do not grant such authority to the board of directors.
Therefore, prior to the issuance
by the board of directors of FREYR of preferred shares, the board of directors will need to convene, in accordance with applicable laws
and regulations, an extraordinary general meeting of shareholders of FREYR to take place in front of a notary in the Grand Duchy of Luxembourg
in order to inter alia (i) amend article 5.2. of the FREYR Articles (concerning the authorized share capital) in order to indicate
that the board of directors is allowed, within the conditions of the authorized share capital, to issue a certain number of preferred
shares (plus Ordinary Shares, which is currently foreseen in the FREYR Articles) and to waive or limit the preferential subscription right,
if so decided by the board of directors and (ii) determine the rights, preferences, privileges and restrictions applying to preferred
shares (these rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption,
liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which
may be greater than the rights of the Ordinary Shares). The decision to extend the current authorized share capital needs to be adopted
by 2/3 of the votes present or represented with a quorum of half of the share capital and the board of directors needs to present a special
report explaining the reason for putting in place the authorized share capital and waiving or limiting the preferential subscription right.
The extraordinary general meeting of shareholders may amend, renew, or extend such authorized capital and such authorization to the board
of directors, it being understood that the authorized share capital needs to be renewed at least every 5 years.
Upon the completion of the
abovementioned requisite corporate actions, and subject to the extraordinary general meeting of shareholders approving the abovementioned
amendments to the FREYR Articles in accordance with the aforementioned quorum and majority, our board of directors shall have the authority,
during the validity period of the authorized share capital, without further action by our shareholders, to issue up to the authorized
number of preferred shares in one or more series and to waive or limit the preferential subscription rights. The issuance of our preferred
shares could adversely affect the voting power of holders of Ordinary Shares and the likelihood that such holders will receive dividend
payments and payments upon our liquidation. In addition, the issuance of preferred shares could have the effect of delaying, deferring
or preventing a change in control of our company or other corporate action.
FREYR may not issue any securities
with a right to purchase preferred shares or securities exercisable for preferred shares without a decision of the extraordinary general
meeting of shareholders of FREYR, or without such issuance being provided for under the authorized share capital of FREYR.
Registration Rights
On July 7, 2021, FREYR,
FREYR Legacy, the Major Shareholders and the Purchaser Representative entered into a Registration Rights Agreement pursuant to which FREYR
agreed to register for resale, pursuant to Rule 415 under the Securities Act, certain FREYR Ordinary Shares and other equity securities
of FREYR that are held by the parties thereto from time to time. Under the terms of the Registration Rights Agreement, the Purchaser Representative
and the Major Shareholders and Shareholder Representative can demand that FREYR register registrable securities under certain circumstances
and have piggyback registration rights for these securities in connection with certain registrations of securities that FREYR undertakes.
Transfer Agent
The transfer agent for our
Ordinary Shares is Continental Stock Transfer & Trust Company.
DESCRIPTION
OF DEBT SECURITIES
We may offer debt securities
in one or more series, which may be senior debt securities or subordinated debt securities and which may be convertible into another security.
The following description briefly
sets forth certain general terms and provisions of the debt securities. The particular terms of the debt securities offered by any prospectus
supplement and the extent, if any, to which the following general terms and provisions may apply to the debt securities, will be described
in an accompanying prospectus supplement. Unless otherwise specified in an accompanying prospectus supplement, our debt securities will
be issued in one or more series under an indenture to be entered into between us and a trustee to be named therein. A form of the indenture
is attached as an exhibit to the registration statement of which this prospectus forms a part. The terms of the debt securities will include
those set forth in the indenture and those made a part of the indenture by the Trust Indenture Act of 1939 (“TIA”). You should
read the summary below, any accompanying prospectus supplement and the provisions of the indenture in their entirety before investing
in our debt securities.
The aggregate principal amount
of debt securities that may be issued under the indenture is unlimited. The prospectus supplement relating to any series of debt securities
that we may offer will contain the specific terms of the debt securities. These terms may include, among others, the following:
| ● | the title and aggregate principal amount of the debt securities
and any limit on the aggregate principal amount of such series; |
| ● | any applicable subordination provisions for any subordinated
debt securities; |
| ● | the maturity date(s) or method for determining same; |
| ● | the interest rate(s) or the method for determining same; |
| ● | the dates on which interest will accrue or the method for
determining dates on which interest will accrue and dates on which interest will be payable and whether interest will be payable in cash,
additional securities or some combination thereof; |
| ● | whether the debt securities are convertible or exchangeable
into other securities and any related terms and conditions; |
| ● | redemption or early repayment provisions; |
| ● | authorized denominations; |
| ● | if other than the principal amount, the principal amount
of debt securities payable upon acceleration; |
| ● | place(s) where payment of principal and interest may be made,
where debt securities may be presented and where notices or demands upon the company may be made; |
| ● | the form or forms of the debt securities of the series including
such legends as may be required by applicable law; |
| ● | whether the debt securities will be issued in whole or in
part in the form of one or more global securities and the date as of which the securities are dated if other than the date of original
issuance; |
| ● | whether the debt securities are secured and the terms of
such security; |
| ● | the amount of discount or premium, if any, with which the
debt securities will be issued; |
| ● | any covenants applicable to the particular debt securities
being issued; |
| ● | any additions or changes in the defaults and events of default
applicable to the particular debt securities being issued; |
| ● | the guarantors of each series, if any, and the extent of
the guarantees (including provisions relating to seniority, subordination and release of the guarantees), if any; |
| ● | the currency, currencies or currency units in which the purchase
price for, the principal of and any premium and any interest on, the debt securities will be payable; |
| ● | the time period within which, the manner in which and the
terms and conditions upon which we or the holders of the debt securities can select the payment currency; |
| ● | our obligation or right to redeem, purchase or repay debt
securities under a sinking fund, amortization or analogous provision; |
| ● | any restriction or conditions on the transferability of the
debt securities; |
| ● | provisions granting special rights to holders of the debt
securities upon occurrence of specified events; |
| ● | additions or changes relating to compensation or reimbursement
of the trustee of the series of debt securities; |
| ● | provisions relating to the modification of the indenture
both with and without the consent of holders of debt securities issued under the indenture and the execution of supplemental indentures
for such series; and |
| ● | any other terms of the debt securities (which terms shall
not be inconsistent with the provisions of the TIA but may modify, amend, supplement or delete any of the terms of the indenture with
respect to such series of debt securities). |
General
We may sell the debt securities,
including original issue discount securities, at par or at a substantial discount below their stated principal amount. Unless we inform
you otherwise in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders
of the debt securities of such series or any other series outstanding at the time of issuance. Any such additional debt securities, together
with all other outstanding debt securities of that series, will constitute a single series of securities under the indenture.
We will describe in an accompanying
prospectus supplement any other special considerations for any debt securities we sell that are denominated in a currency or currency
unit other than U.S. dollars. In addition, debt securities may be issued where the amount of principal and/or interest payable is determined
by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such securities may
receive a principal amount or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable
on such dates, depending upon the value of the applicable currencies, commodities, equity indices or other factors. Information as to
the methods for determining the amount of principal or interest, if any, payable on any date, and the currencies, commodities, equity
indices or other factors to which the amount payable on such date is linked will be described in an accompanying prospectus supplement.
United States federal income
tax consequences and special considerations, if any, applicable to any such series will be described in an accompanying prospectus supplement.
We expect most debt securities
to be issued in fully registered form without coupons and in minimum denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. Subject to the limitations provided in the indenture and in an accompanying prospectus supplement, debt securities that are issued
in registered form may be transferred or exchanged at the designated corporate trust office of the trustee, without the payment of any
service charge, other than any tax or other governmental charge payable in connection therewith.
Global Securities
Unless we inform you otherwise
in an accompanying prospectus supplement, the debt securities of a series may be issued in whole or in part in the form of one or more
global securities that will be deposited with, or on behalf of, a depositary identified in an accompanying prospectus supplement. Unless
and until a global security is exchanged in whole or in part for the individual debt securities, a global security may not be transferred
except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such
depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee
of such successor.
Governing Law
The indenture and the debt
securities shall be construed in accordance with and governed by the laws of the State of New York, except to the extent the TIA otherwise
applies, and will be subject to mandatory provisions applicable to such indentures and debt securities of Luxembourg law.
DESCRIPTION
OF EXISTING WARRANTS
The following is a summary
of some of the terms of the FREYR Public Warrants, FREYR Private Warrants and FREYR Working Capital Warrants. It does not purport to be
complete.
As of August 31, 2022, 14,375,000 Public Warrants, 8,750,000 Private
Warrants and 1,500,000 Working Capital Warrants were outstanding. A form of the amended and restated warrant agreement between Alussa,
FREYR and Continental Stock Transfer and Trust Company is attached to this prospectus as Exhibit 4.4. You should review the copy of the
amended and restated warrant agreement for a complete description of the terms and conditions applicable to the Public Warrants, Private
Warrants and Working Capital Warrants.
Public Warrants
Each whole FREYR Public Warrant
entitles the registered holder to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed below,
at any time commencing 30 days after the Second Closing. Pursuant to the form amended and restated warrant agreement, a warrant holder
may exercise its FREYR Public Warrants only for a whole number of Ordinary Shares. This means that only a whole warrant may be exercised
at any given time by a warrant holder. The FREYR Public Warrants will expire five years after Second Closing, July 9, 2026, at 5:00 p.m.,
New York City time, or earlier upon redemption or liquidation.
FREYR will not be obligated
to deliver any Ordinary Shares pursuant to the exercise of a FREYR Public Warrant and will have no obligation to settle such FREYR Public
Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the FREYR Public
Warrant is then effective and a prospectus relating thereto is current, subject to FREYR satisfying its obligations described below with
respect to registration. No FREYR Public Warrant will be exercisable for cash or on a cashless basis, and FREYR will not be obligated
to issue any shares to holders seeking to exercise their FREYR Public Warrants, unless the issuance of the shares upon such exercise is
registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. In the event that
the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such FREYR Public
Warrant will not be entitled to exercise such FREYR Public Warrant and such FREYR Public Warrant may have no value and expire worthless.
Once the warrants become exercisable,
FREYR may redeem the outstanding warrants (excluding Private Warrants and Working Capital Warrants):
| ● | in whole and not in part; |
| ● | at a price of $0.01 per warrant; |
| ● | upon a minimum of 30 days’ prior written notice
of redemption, which we refer to as the 30-day redemption period, to each warrant holder; and |
| ● | if, and only if, the last reported sale price of the Ordinary
Shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day
prior to the date on which FREYR sends the notice of redemption to the warrant holders. |
FREYR established the last
of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium
to the FREYR Public Warrant exercise price. If the foregoing conditions are satisfied and FREYR issues a notice of redemption of the FREYR
Public Warrants, each warrant holder will be entitled to exercise his, her or its FREYR Public Warrant prior to the scheduled redemption
date. However, the price of the Ordinary Shares may fall below the $18.00 redemption trigger price as well as the $11.50 FREYR Public
Warrant exercise price after the redemption notice is issued. FREYR will not redeem the FREYR Public Warrants unless a registration statement
under the Securities Act covering the Ordinary Shares issuable upon exercise of the FREYR Public Warrants is effective and a current prospectus
relating to those Ordinary Shares is available throughout the 30-day redemption period, except if the FREYR Public Warrants may be exercised
on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the FREYR Public Warrants
become redeemable by FREYR, FREYR may not exercise its redemption right if the issuance of shares upon exercise of the FREYR Public Warrants
is not exempt from registration or qualification under applicable state blue sky laws or it is unable to effect such registration or qualification.
If FREYR calls the FREYR Public
Warrants for redemption as described above, FREYR’s management will have the option to require all holders that wish to exercise
FREYR Public Warrants to do so on a “cashless basis.” In determining whether to require all holders to exercise their FREYR
Public Warrants on a “cashless basis,” FREYR’s management will consider, among other factors, its cash position, the
number of FREYR Public Warrants that are outstanding and the dilutive effect on its shareholders of issuing the maximum number of Ordinary
Shares issuable upon the exercise of its FREYR Public Warrants. In such event, each holder would pay the exercise price by surrendering
the FREYR Public Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number
of Ordinary Shares underlying the Warrants (defined in the form amended and restated warrant agreement), multiplied by the excess of the
“fair market value” (defined in the form amended and restated warrant agreement) over the exercise price of the Warrants by
(y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Ordinary Shares
for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders
of the FREYR Public Warrants, provided that in all cases, the exercise price shall correspond to at least the accounting par value of
the Ordinary Shares. If FREYR takes advantage of this option, the notice of redemption will contain the information necessary to calculate
the number of Ordinary Shares to be received upon exercise of the FREYR Public Warrants, including the “fair market value”
in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive
effect of a FREYR Public Warrant redemption. If FREYR’s management calls the FREYR Public Warrants for redemption and its management
does not take advantage of this option, the Sponsor and its permitted transferees would still be entitled to exercise their Private Warrants
and Working Capital Warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have
been required to use had all warrants holders been required to exercise their FREYR Public Warrants on a cashless basis, as described
in more detail below.
A holder of a FREYR Public
Warrant may notify FREYR in writing in the event it elects to be subject to a requirement that such holder will not have the right to
exercise such FREYR Public Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder
may specify) of the Ordinary Shares outstanding immediately after giving effect to such exercise.
If the number of issued and
outstanding Ordinary Shares is increased by a capitalization payable in Ordinary Shares, or by a sub-division of Ordinary Shares or other
similar event, then, on the effective date of such capitalization, sub-division or similar event, the number of Ordinary Shares issuable
on exercise of each FREYR Public Warrant will be increased in proportion to such increase in the issued and outstanding Ordinary Shares.
A rights offering to holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the fair market value
will be deemed a capitalization of a number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually
sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or
exercisable for Ordinary Shares) multiplied by (ii) one minus the quotient of (x) the price per Ordinary Share paid in such
rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible
into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the
volume weighted average price of Ordinary Shares as reported during the ten trading day period ending on the trading day prior
to the first date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the
right to receive such rights.
If the number of issued and
outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or
other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar
event, the number of Ordinary Shares issuable on exercise of each FREYR Public Warrant will be decreased in proportion to such decrease
in issued and outstanding Ordinary Shares.
Whenever the number of Ordinary
Shares purchasable upon the exercise of the FREYR Public Warrants is adjusted, as described above, the warrant exercise price will be
adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which
will be the number of Ordinary Shares purchasable upon the exercise of the FREYR Public Warrants immediately prior to such adjustment,
and (y) the denominator of which will be the number of Ordinary Shares so purchasable immediately thereafter.
In case of any reclassification
or reorganization of the issued and outstanding Ordinary Shares (other than those described above or that solely affects the par value
of such Ordinary Shares), or in the case of any merger or consolidation of FREYR with or into another corporation (other than a consolidation
or merger in which FREYR is the continuing corporation and that does not result in any reclassification or reorganization of FREYR’s
issued and outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other
property of FREYR as an entirety or substantially as an entirety in connection with which FREYR is liquidated and dissolved, the holders
of the FREYR Public Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the FREYR Public Warrants and in lieu of FREYR’s Ordinary Shares immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or
transfer, that the holder of the FREYR Public Warrants would have received if such holder had exercised their warrants immediately prior
to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or
other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which each
FREYR Public Warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such
holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been
made to and accepted by such holders (other than a tender, exchange or redemption offer made by Alussa in connection with redemption rights
held by shareholders of Alussa as provided for in Alussa’s amended and restated memorandum and articles of association) under circumstances
in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate
of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such
affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of
the issued and outstanding Ordinary Shares, the holder of a FREYR Public Warrant will be entitled to receive the highest amount of cash,
securities or other property to which such holder would actually have been entitled as a shareholder if such warrant holder had exercised
the FREYR Public Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares
held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation
of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally,
if less than 70% of the consideration receivable by the holders of Ordinary Shares in such a transaction is payable in the form of shares
in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market,
or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the Public Warrant properly
exercises the FREYR Public Warrant within thirty days following public disclosure of such transaction, the FREYR Public Warrant exercise
price will be reduced as specified in the amended and restated warrant agreement based on the per share consideration minus Black-Scholes
Warrant Value (as defined in the amended and restated warrant agreement) of the FREYR Public Warrant.
The FREYR Public Warrants may
be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the
exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise
price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of FREYR Public Warrants
being exercised. The warrant holders do not have the rights or privileges of holders of Ordinary Shares and any voting rights until they
exercise their FREYR Public Warrants and receive Ordinary Shares. After the issuance of Ordinary Shares upon exercise of the FREYR Public
Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.
The amended and restated warrant
agreement provides that the terms of the FREYR Public Warrants may be amended without the consent of any holder to cure any ambiguity
or correct any defective provision but requires the approval by the holders of at least a majority of the then outstanding Public Warrants
to make any change that adversely affects the interests of the registered holders of FREYR Public Warrants.
Private Warrants and Working Capital Warrants
The FREYR Private Warrants
and FREYR Working Capital Warrants (including the Ordinary Shares issuable upon exercise of the FREYR Private Warrants or FREYR Working
Capital Warrants) were not transferable, assignable or salable until 30 days after Second Closing (except, among other limited exceptions
to Alussa’s officers and directors and other persons or entities affiliated with the Sponsor) and they were not redeemable by FREYR
and will be exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. Otherwise, the FREYR
Private Warrants and FREYR Working Capital Warrants have terms and provisions that are identical to those of the FREYR Public Warrants.
If the FREYR Private Warrants or FREYR Working Capital Warrants are held by holders other than the Sponsor or their permitted transferees,
the FREYR Private Warrants or FREYR Working Capital Warrants, as applicable, will be redeemable by FREYR and exercisable by the holders
on the same basis as FREYR Public Warrants.
If holders of the FREYR Private
Warrants or FREYR Working Capital Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
his, her or its warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number
of Ordinary Shares underlying the Warrants (defined in the form amended and restated warrant agreement), multiplied by the excess of the
“fair market value” (defined in the form amended and restated warrant agreement) over the exercise price of the Warrants by
(y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Ordinary Shares
for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to
the warrant agent.
Exchange Listing
The FREYR Public Warrants, FREYR Private Warrants
and FREYR Working Capital Warrants are currently listed on the NYSE under the symbol “FREY WS.”
DESCRIPTION
OF NEW WARRANTS
We may issue warrants for the
purchase of our Ordinary Shares, preferred shares or debt securities. We may issue warrants independently or together with other securities,
and they may be attached to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement
that we will enter into with a bank or trust company, as warrant agent, as detailed in an accompanying prospectus supplement. The warrant
agent will act solely as our agent in connection with the warrants and will not assume any obligation, or agency or trust relationship,
with you.
The accompanying prospectus
supplement relating to a particular issue of warrants will describe the terms of those warrants, which may include, when applicable:
| ● | the currency or currencies, including composite currencies,
in which the purchase price and/or exercise price of the warrants may be payable; |
| ● | the number of warrants offered; |
| ● | the exercise price and the amount of securities you will
receive upon exercise; |
| ● | the procedure for exercise of the warrants and the circumstances,
if any, that will cause the warrants to be automatically exercised; |
| ● | the rights, if any, we have to redeem the warrants; |
| ● | the date on which the right to exercise the warrants will
commence and the date on which the warrants will expire; |
| ● | the name of the warrant agent; and |
| ● | any other material terms of the warrants. |
After warrants expire they
will become void. The accompanying prospectus supplement may provide for the adjustment of the exercise price of the warrants.
Warrants may be exercised at
the appropriate office of the warrant agent or any other office indicated in an accompanying prospectus supplement. Before the exercise
of warrants, holders will not have any of the rights of holders of the securities purchasable upon exercise and will not be entitled to
payments made to holders of those securities.
The description in an accompanying
prospectus supplement of any warrants we offer will not necessarily be complete and will be qualified in its entirety by reference to
the applicable warrant agreement, which will be filed with the SEC if we offer warrants. For more information on how you can obtain copies
of any warrant agreement if we offer warrants, see “Where You Can Find More Information” and “Incorporation
by Reference.” We urge you to read the applicable warrant agreement and any accompanying prospectus supplement in their entirety.
DESCRIPTION
OF SUBSCRIPTION RIGHTS
We may issue subscription
rights to purchase our Ordinary Shares, preferred shares or debt securities. We may issue subscription rights independently or together
with any other offered security, which may or may not be transferable by the securityholder. In connection with any offering of subscription
rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or
other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.
The prospectus supplement
relating to any subscription rights we may offer will contain the specific terms of the subscription rights. These terms may include the
following:
| ● | the price, if any, for the subscription rights; |
|
● |
the number and terms of each ordinary or preferred share or debt securities which may be purchased per each subscription right; |
|
● |
the exercise price payable for each ordinary or preferred share or debt securities upon the exercise of the subscription rights; |
|
● |
the extent to which the subscription rights are transferable; |
|
● |
any provisions for adjustment of the number or amount of securities receivable upon exercise of the subscription rights or the exercise price of the subscription rights; |
|
● |
any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights; |
|
● |
the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire; |
|
● |
the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and |
|
● |
if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of subscription rights. |
The description in an accompanying
prospectus supplement of any subscription rights we offer will not necessarily be complete and will be qualified in its entirety by reference
to the applicable subscription rights certificate or subscription rights agreement, which will be filed with the SEC if we offer subscription
rights. For more information on how you can obtain copies of any subscription rights certificate or subscription rights agreement if we
offer subscription rights, see “Where You Can Find More Information” and “Incorporation of Certain Documents
by Reference.” We urge you to read the applicable subscription rights certificate, the applicable subscription rights agreement
and any accompanying prospectus supplement in their entirety.
DESCRIPTION
OF PURCHASE UNITS
We may issue purchase units
comprised of two or more of the securities described in this prospectus, in any combination. Each purchase unit will be issued so that
the holder of the purchase unit is also the holder of each security included in the purchase unit. Thus, the holder of a purchase unit
will have the rights and obligations of a holder of each included security. The purchase units or the purchase unit or other agreement,
if any, under which a purchase unit is issued may provide that the securities included in the purchase unit may not be held or transferred
separately at any time, or at any time before a specified date.
The
prospectus supplement relating to a particular issue of purchase units will describe, among other things:
|
● |
the securities comprising
the purchase units, including whether and under what circumstances those securities may be held or transferred separately; |
|
● |
any material provisions
related to the issuance, payment, settlement, transfer or exchange of the purchase units or of the securities comprising the purchase
units; and |
|
● |
any other
material provisions of the purchase units or governing unit or other agreement, if any. |
SELLING
SECURITYHOLDERS
This prospectus relates to
the resale by the Selling Securityholders from time to time of up to 118,968,753 Ordinary Shares, 8,750,000 FREYR Private Warrants
and 1,500,000 FREYR Working Capital Warrants. The Selling Securityholders may from time to time offer and sell any or all of the Ordinary
Shares, FREYR Private Warrants and FREYR Working Capital Warrants set forth below pursuant to this prospectus and any accompanying prospectus
supplement. When we refer to the “Selling Securityholders” in this prospectus, we mean the persons listed in the table
below, and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the Selling Securityholders’
interest in the Ordinary Shares and the FREYR Private Warrants and FREYR Working Capital Warrants set forth below other than through a
public sale.
The following table sets
forth and the accompanying footnotes are based primarily on information initially provided by the Selling Securityholders indicating our
Ordinary Shares, FREYR Private Warrants and FREYR Working Capital Warrants to be covered by this registration statement and eligible for
sale under this prospectus and the Prior Registration Statement. A Selling Securityholder may have sold or transferred some or all of
the Ordinary Shares, FREYR Private Warrants and FREYR Working Capital Warrants indicated below with respect to such Selling Securityholder
and may in the future sell or transfer some or all of the Ordinary Shares, FREYR Private Warrants and FREYR Working Capital Warrants indicated
below in transactions exempt from the registration requirements of the Securities Act rather than under this prospectus. We cannot advise
you as to whether the Selling Securityholder will in fact sell any or all of such Ordinary Shares, FREYR Private Warrants or FREYR Working
Capital Warrants. For purposes of this table, we have assumed that the Selling Securityholder will have sold all of our Ordinary Shares,
FREYR Private Warrants and FREYR Working Capital Warrants covered by this prospectus upon the completion of the offering. The Ordinary
Shares offered by the Selling Securityholders hereunder do not include the 14,375,000 Ordinary Shares issuable upon the exercise of warrants
issued in connection with the Business Combination in exchange for public warrants issued as part of the units in Alussa’s initial
public offering.
We have determined beneficial
ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other
purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the tables have sole voting and sole investment
power with respect to all securities that they beneficially own, subject to community property laws where applicable. Except as otherwise
described below, based on the information provided to us by the Selling Securityholders, no Selling Securityholder is a broker-dealer
or an affiliate thereof.
For purposes of the table below, we have assumed that the Selling Securityholders
will not acquire beneficial ownership of any additional securities during the offering. Information for each additional Selling Securityholder,
if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such Selling Securityholder’s
shares and warrants pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained
in this prospectus, including the identity of each Selling Securityholder and the number of shares and warrants registered on its, his,
her or their behalf. A Selling Securityholder may sell or otherwise transfer all, some or none of such shares and warrants in this offering.
See “Plan of Distribution for Securities Offered by Selling Securityholders.”
| |
Ordinary Shares Beneficially Owned Prior | | |
Warrants Beneficially Owned Prior | | |
Number of Ordinary Shares Being | | |
Number of Warrants Being | | |
Ordinary Shares Beneficially Owned After the Offered Shares of Ordinary Shares are Sold | | |
Warrants Beneficially Owned After the Offered Warrants are Sold | |
Name of Selling Securityholder | |
to Offering† | | |
to Offering† | | |
Offered† | | |
Offered† | | |
Number | | |
Percent(1) | | |
Number | | |
Percent(1) | |
PIPE Shares | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Alpha Wolf Investments LLC | |
| 10,000 | | |
| — | | |
| 10,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Alyeska Master Fund, L.P. | |
| 500,000 | | |
| — | | |
| 500,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Anita Baron GST Trust | |
| 50,000 | | |
| — | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Antara Capital Master Fund LP | |
| 500,000 | | |
| — | | |
| 500,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Arena Investors LP | |
| 1,000,000 | | |
| — | | |
| 1,000,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Atland Edge | |
| 50,000 | | |
| — | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Atlant Opportunity | |
| 650,000 | | |
| — | | |
| 650,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Barbara A Kantor Revocable Trust | |
| 100,000 | | |
| — | | |
| 100,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
BEMAP Master Fund Ltd | |
| 385,999 | | |
| — | | |
| 385,999 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Blackstone Global Master Fund ICAV | |
| 300,000 | | |
| — | | |
| 300,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Blackwell Partners LLC – Series A | |
| 664,433 | | |
| — | | |
| 664,433 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Citadel Multi-Strategy Equities Master Fund Ltd. | |
| 1,500,000 | | |
| — | | |
| 1,500,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Covalis Capital LLP(2) | |
| 1,300,000 | | |
| — | | |
| 1,300,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Certain entities within the D.E. Shaw Group(3) | |
| 1,000,000 | | |
| — | | |
| 1,000,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
DSAM Alpha+ Master Fund | |
| 176,666 | | |
| — | | |
| 176,666 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
DSAM+ Master Fund | |
| 634,667 | | |
| — | | |
| 634,667 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
LMA SPC – MAP 112 Segregated Portfolio | |
| 188,667 | | |
| — | | |
| 188,667 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Double Black Diamond Offshore Ltd. | |
| 700,000 | | |
| — | | |
| 700,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
FIAM Target Date Blue Chip Growth Commingled Pool | |
| 59,133 | | |
| — | | |
| 59,133 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity Advisor Series I: Fidelity Advisor Balanced Fund – Information Technology Sub | |
| 72,304 | | |
| — | | |
| 72,304 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity Advisor Series I: Fidelity Advisor Growth Opportunities Fund | |
| 806,106 | | |
| — | | |
| 806,106 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity Advisor Series I: Fidelity Advisor Series Growth Opportunities Fund | |
| 29,029 | | |
| — | | |
| 29,029 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity Blue Chip Growth Commingled Pool | |
| 25,512 | | |
| — | | |
| 25,512 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity Blue Chip Growth Institutional Trust | |
| 2,042 | | |
| — | | |
| 2,042 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity NorthStar Fund by its manager Fidelity Investments Canada ULC | |
| 35,481 | | |
| — | | |
| 35,481 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity Puritan Trust: Fidelity Balanced Fund – Information Technology Sub | |
| 542,016 | | |
| — | | |
| 542,016 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity Puritan Trust: Fidelity Balanced K6 Fund – Information Technology Sub-portfolio | |
| 7,870 | | |
| — | | |
| 7,870 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity Securities Fund: Fidelity Blue Chip Growth Fund | |
| 742,364 | | |
| — | | |
| 742,364 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund | |
| 81,474 | | |
| — | | |
| 81,474 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund | |
| 1,556 | | |
| — | | |
| 1,556 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| |
Ordinary Shares Beneficially Owned Prior | | |
Warrants Beneficially Owned Prior | | |
Number of Ordinary Shares Being | | |
Number of Warrants Being | | |
Ordinary Shares Beneficially Owned After the Offered Shares of Ordinary Shares are Sold | | |
Warrants Beneficially Owned After the Offered Warrants are Sold | |
Name of Selling Securityholder | |
to Offering† | | |
to Offering† | | |
Offered† | | |
Offered† | | |
Number | | |
Percent(1) | | |
Number | | |
Percent(1) | |
Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund | |
| 87,919 | | |
| — | | |
| 87,919 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity Select Portfolios – Select Technology Portfolio | |
| 798,747 | | |
| — | | |
| 798,747 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity Select Portfolios: Select Automotive Portfolio | |
| 50,001 | | |
| — | | |
| 50,001 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Fidelity U.S. Growth Opportunities Investment Trust by its manager Fidelity Investments Canada ULC | |
| 9,768 | | |
| — | | |
| 9,768 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Franklin Strategic Series- Franklin Natural Resources Fund(4) | |
| 138,200 | | |
| — | | |
| 138,200 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Franklin Templeton Investment Funds- Franklin Natural Resources Fund(4) | |
| 261,800 | | |
| — | | |
| 261,800 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Ghisallo Master Fund LP | |
| 300,000 | | |
| — | | |
| 300,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Glazer Enhanced Fund, LP | |
| 89,773 | | |
| — | | |
| 89,773 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Glazer Enhanced Offshore Fund, Ltd. | |
| 203,711 | | |
| — | | |
| 203,711 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Glencore International AG | |
| 1,000,000 | | |
| — | | |
| 1,000,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Greenlight Capital Offshore Master, Ltd. | |
| 227,100 | | |
| — | | |
| 227,100 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Greenlight Capital Offshore Partners, Ltd. | |
| 367,900 | | |
| — | | |
| 367,900 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Handelsbanken Fonder AB, reg no. 556418-8851, on behalf of the Investment fund Handelsbanken Hållbar Energi | |
| 5,500,000 | | |
| — | | |
| 5,500,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Hedge Ventures, L.P. | |
| 100,000 | | |
| — | | |
| 100,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Highmark Limited in respect of its Segregated Account Highmark Multi-Strategy 2 | |
| 41,516 | | |
| — | | |
| 41,516 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
HITE Carbon Offset LP | |
| 77,700 | | |
| — | | |
| 77,700 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
HITE Carbon Offset, Ltd | |
| 172,100 | | |
| — | | |
| 172,100 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
HITE Energy LP | |
| 131,900 | | |
| — | | |
| 131,900 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
HITE Hedge LP | |
| 92,600 | | |
| — | | |
| 92,600 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
HITE Hedge Offshore Ltd. | |
| 251,900 | | |
| — | | |
| 251,900 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
HITE Hedge QP LP | |
| 40,000 | | |
| — | | |
| 40,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
HITE MLP LP | |
| 33,800 | | |
| — | | |
| 33,800 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Integrated Core Strategies (US) LLC | |
| 1,000,000 | | |
| — | | |
| 1,000,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Jonathan M. Pokoik 2009 Trust | |
| 50,000 | | |
| — | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Lugard Road Capital Master Fund, LP | |
| 985,065 | | |
| — | | |
| 985,065 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Luxor Capital Partners Long, LP | |
| 19,644 | | |
| — | | |
| 19,644 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Luxor Capital Partners Offshore Master Fund, LP | |
| 464,742 | | |
| — | | |
| 464,742 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Luxor Capital Partners, LP | |
| 738,799 | | |
| — | | |
| 738,799 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Luxor Wavefront, LP | |
| 386,318 | | |
| — | | |
| 386,318 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Luxor Capital Partners Long Offshore Master Fund, LP | |
| 5,432 | | |
| — | | |
| 5,432 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Musselman-Kosmos, Ltd. | |
| 200,000 | | |
| — | | |
| 200,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Nineteen77 Global Merger Arbitrage Master Limited | |
| 369,200 | | |
| — | | |
| 369,200 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Nineteen77 Global Merger Arbitrage Opportunity Fund | |
| 61,600 | | |
| — | | |
| 61,600 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Nineteen77 Global Multi-Strategy Alpha Master Limited | |
| 369,200 | | |
| — | | |
| 369,200 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Omni Partners | |
| 300,000 | | |
| — | | |
| 300,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| |
Ordinary Shares Beneficially Owned Prior | | |
Warrants Beneficially Owned Prior | | |
Number of Ordinary Shares Being | | |
Number of Warrants Being | | |
Ordinary Shares Beneficially Owned After the Offered Shares of Ordinary Shares are Sold | | |
Warrants Beneficially Owned After the Offered Warrants are Sold | |
Name of Selling Securityholder | |
to Offering† | | |
to Offering† | | |
Offered† | | |
Offered† | | |
Number | | |
Percent(1) | | |
Number | | |
Percent(1) | |
Ospraie Partners LLC | |
| 60,000 | | |
| — | | |
| 60,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
PGIM Jennison Natural Resources Fund | |
| 640,000 | | |
| — | | |
| 640,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Pokoik 2016 Trust | |
| 50,000 | | |
| — | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
REG 2012 FAMILY TRUST, dated 12/21/12, Ronald Gottlieb and Mitchell Morris,TTES | |
| 180,000 | | |
| — | | |
| 180,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Sachem Head LP | |
| 1,190,600 | | |
| — | | |
| 1,190,600 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Sachem Head Master LP | |
| 809,400 | | |
| — | | |
| 809,400 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Scorpio Holdings Limited | |
| 2,200,000 | | |
| — | | |
| 2,200,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Seven Grand Managers, LLC(5) | |
| 150,000 | | |
| — | | |
| 150,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Solasglas Investments, LP | |
| 105,000 | | |
| — | | |
| 105,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Wood River, LLC | |
| 11,500,000 | | |
| — | | |
| 11,500,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Suvretta Capital Management, LLC(6) | |
| 2,500,000 | | |
| — | | |
| 2,500,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Sylebra Capital Parc Master Fund | |
| 2,212,980 | | |
| — | | |
| 2,212,980 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Sylebra Capital Partners Master Fund Ltd | |
| 6,736,588 | | |
| — | | |
| 6,736,588 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Thebes Offshore Master Fund, LP | |
| 400,000 | | |
| — | | |
| 400,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
TMJ & Associates LLC | |
| 2,100,000 | | |
| — | | |
| 2,100,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Triodos Investment Management(7) | |
| 200,000 | | |
| — | | |
| 200,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
VanEck Global Hard Assets Fund | |
| 350,000 | | |
| — | | |
| 350,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
VanEck Global Natural Resources Portfolio,a series of Brighthouse Funds Trust II | |
| 665,000 | | |
| — | | |
| 665,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
VanEck VIP Global Hard Assets Fund | |
| 185,000 | | |
| — | | |
| 185,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Variable Insurance Products Fund III: Balanced Portfolio – Information Technology Sub | |
| 79,063 | | |
| — | | |
| 79,063 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Variable Insurance Products Fund III: Growth Opportunities Portfolio | |
| 119,615 | | |
| — | | |
| 119,615 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Private Placement Warrants, Conversion Warrants and Alussa Class B Ordinary Shares | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Alussa Energy Sponsor LLC(8)(9) | |
| 11,151,357 | | |
| 6,964,517 | | |
| 11,151,357 | | |
| 6,964,517 | | |
| — | | |
| — | | |
| — | | |
| — | |
Daniel Barcelo | |
| 985,310 | | |
| 224,999 | | |
| 985,310 | | |
| 224,999 | | |
| — | | |
| — | | |
| — | | |
| — | |
James Musselman | |
| 1,816,799 | | |
| 1,035,484 | | |
| 1,816,799 | | |
| 1,035,484 | | |
| — | | |
| — | | |
| — | | |
| — | |
John Wu | |
| 361,632 | | |
| 150,000 | | |
| 361,632 | | |
| 150,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
William Richard Anderson | |
| 746,960 | | |
| 475,000 | | |
| 746,960 | | |
| 475,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Maurice Dijols | |
| 412,829 | | |
| 250,000 | | |
| 412,829 | | |
| 250,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
German Curá | |
| 424,132 | | |
| 200,000 | | |
| 424,132 | | |
| 200,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Abby Badwi | |
| 45,000 | | |
| 25,000 | | |
| 45,000 | | |
| 25,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Nicholas De’Ath | |
| 354,566 | | |
| 100,000 | | |
| 354,566 | | |
| 100,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Mavriky Kalugin | |
| 54,783 | | |
| 25,000 | | |
| 54,783 | | |
| 25,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
David Manners | |
| 109,566 | | |
| 50,000 | | |
| 109,566 | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Railya Kruschwitz | |
| 79,566 | | |
| 50,000 | | |
| 79,566 | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Steffen Føreid(9) | |
| 50,000 | | |
| 50,000 | | |
| 50,000 | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Todd Peterson | |
| 15,000 | | |
| — | | |
| 15,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
John Maguire | |
| 10,000 | | |
| — | | |
| 10,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
William Ross Newland | |
| 10,000 | | |
| — | | |
| 10,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Sarah James | |
| 45,000 | | |
| — | | |
| 45,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Ilya Balabanovsky | |
| 20,000 | | |
| — | | |
| 20,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| |
Ordinary Shares Beneficially Owned Prior | | |
Warrants Beneficially Owned Prior | | |
Number of Ordinary Shares Being | | |
Number of Warrants Being | | |
Ordinary Shares Beneficially Owned After the Offered Shares of Ordinary Shares are Sold | | |
Warrants Beneficially Owned After the Offered Warrants are Sold | |
Name of Selling Securityholder | |
to Offering† | | |
to Offering† | | |
Offered† | | |
Offered† | | |
Number | | |
Percent(1) | | |
Number | | |
Percent(1) | |
Chi Tu Chow | |
| 255,000 | | |
| 200,000 | | |
| 255,000 | | |
| 200,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Andrea Bevill | |
| 5,000 | | |
| — | | |
| 5,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Molly Ockerman | |
| 5,000 | | |
| — | | |
| 5,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Leslie Colvin | |
| 5,000 | | |
| — | | |
| 5,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Charles Valceschini | |
| 10,000 | | |
| — | | |
| 10,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Chris Park | |
| 15,000 | | |
| — | | |
| 15,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Encompass Shares | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Certain entities affiliated with Encompass Capital Advisors(10) | |
| 4,620,050 | | |
| 7,189,449 | | |
| 2,035,984 | | |
| — | | |
| 2,584,066 | | |
| 2.22 | % | |
| 7,189,449 | | |
| 6.17 | % |
FREYR Battery Directors and Executive Officers(11) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Are Brautaset(9) | |
| 50,000 | | |
| 50,000 | | |
| 50,000 | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Einar Gudmundsson Schie Kilde(9) | |
| 244,452 | | |
| 50,000 | | |
| 244,452 | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Hege Marie Norheim(9) | |
| 50,000 | | |
| 50,000 | | |
| 50,000 | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Gery Bonduelle(9) | |
| 50,000 | | |
| 50,000 | | |
| 50,000 | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Jan Arve Haugan(9) | |
| 58,951 | | |
| 50,000 | | |
| 58,951 | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Ryuta Kawaguchi(9) | |
| 50,000 | | |
| 50,000 | | |
| 50,000 | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Olaug Svarva(12) | |
| 8,951 | | |
| — | | |
| 8,951 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Peter Matrai(9)(13) | |
| 1,720,953 | | |
| 100,000 | | |
| 1,720,953 | | |
| 100,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
Tom Einar Jensen(13) | |
| 1,620,953 | | |
| — | | |
| 1,620,953 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Tove Nilsen Ljungquist(9) | |
| 50,000 | | |
| 50,000 | | |
| 50,000 | | |
| 50,000 | | |
| — | | |
| — | | |
| — | | |
| — | |
FREYR Legacy Shareholders with 5% or Greater of FREYR Battery Ordinary Shares and Warrants | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
ATS AS(14) | |
| 9,229,568 | | |
| — | | |
| 9,229,568 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Teknovekst Invest AS(15) | |
| 8,390,446 | | |
| — | | |
| 8,390,446 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
EDGE Global LLC(16) | |
| 2,176,081
| | |
| 2,176,081 | | |
| 2,176,081 | | |
| — | | |
| — | | |
| — | | |
| 2,176,081 | | |
| 1.86% | |
Other FREYR Legacy Shareholders with more than or equal to 100,000 FREYR Battery Ordinary Shares | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Helgeland Invest AS | |
| 2,983,966 | | |
| 2,983,966 | | |
| 2,983,966 | | |
| — | | |
| — | | |
| — | | |
| 2,983,966 | | |
| 2.56% | |
RANA KOMMUNE | |
| 1,193,586 | | |
| — | | |
| 1,193,586 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
GH HOLDING AS | |
| 895,190 | | |
| — | | |
| 895,190 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
HEKTOR AS | |
| 538,524 | | |
| — | | |
| 538,524 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
AINO AS | |
| 480,255 | | |
| — | | |
| 480,255 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
LINDVARD INVEST AS | |
| 446,660 | | |
| — | | |
| 446,660 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
STAVANGER KOMMUNE | |
| 440,195 | | |
| — | | |
| 440,195 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Sumisho Metalex Corporation(17) | |
| 413,313 | | |
| — | | |
| 413,313 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
OCCASIONE BY OLAISEN AS | |
| 364,092 | | |
| — | | |
| 364,092 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
OLAV OLSEN HOLDING AS | |
| 335,964 | | |
| — | | |
| 335,964 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
MORTEN CARLSON AS | |
| 322,268 | | |
| — | | |
| 322,268 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
KIC InnoEnergy SE(18) | |
| 303,121 | | |
| — | | |
| 303,121 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
LUBELL HOLDING AS | |
| 268,557 | | |
| — | | |
| 268,557 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
THOR ANDERS BREVIK | |
| 236,300 | | |
| — | | |
| 236,300 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
TORE ANDRE MIDTTVEIT | |
| 229,873 | | |
| — | | |
| 229,873 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
BERGAN AS | |
| 223,797 | | |
| — | | |
| 223,797 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
JESPER BØRS-LIND | |
| 219,948 | | |
| — | | |
| 219,948 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Kjellsea AS | |
| 211,861 | | |
| — | | |
| 211,861 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
DJERV HOLDING AS | |
| 205,893 | | |
| — | | |
| 205,893 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
| |
Ordinary Shares Beneficially Owned Prior | | |
Warrants Beneficially Owned Prior | | |
Number of Ordinary Shares Being | | |
Number of Warrants Being | | |
Ordinary Shares Beneficially Owned After the Offered Shares of Ordinary Shares are Sold | | |
Warrants Beneficially Owned After the Offered Warrants are Sold | |
Name of Selling Securityholder | |
to Offering† | | |
to Offering† | | |
Offered† | | |
Offered† | | |
Number | | |
Percent(1) | | |
Number | | |
Percent(1) | |
NORDENFJELDSKE MANAGEMENT AS | |
| 202,909 | | |
| — | | |
| 202,909 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
SN SAMLEREN AS | |
| 201,670 | | |
| — | | |
| 201,670 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
JON HARALD SCHIE KILDE(19) | |
| 179,038 | | |
| — | | |
| 179,038 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Dzulkifli David Bin Abdullah | |
| 166,785 | | |
| — | | |
| 166,785 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
HAUTO AS | |
| 164,118 | | |
| — | | |
| 164,118 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
HJELKREM INVEST AS | |
| 143,230 | | |
| — | | |
| 143,230 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
EVEN NYSTU | |
| 143,230 | | |
| — | | |
| 143,230 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
ODNE STOKKE BURHEIM | |
| 137,825 | | |
| — | | |
| 137,825 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
SVEA HOLDING AS | |
| 134,278 | | |
| — | | |
| 134,278 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
GEIR BRAATEN HAMMER | |
| 132,488 | | |
| — | | |
| 132,488 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Zolen & Månen AS | |
| 128,210 | | |
| — | | |
| 128,210 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
VARIG NORDMØRE OG ROMSDAL | |
| 122,307 | | |
| — | | |
| 122,307 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
GRAFO AS | |
| 109,412 | | |
| — | | |
| 109,412 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
SIGRID NARMO | |
| 109,218 | | |
| — | | |
| 109,218 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Other FREYR Legacy Shareholders with less than 100,000 FREYR Battery Ordinary Shares | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Shareholders with a material relationship with FREYR Battery(20) | |
| 36,278 | | |
| — | | |
| 36,278 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Shareholders with beneficial ownership of less than 100,000 shares and more than or equal to 40,000 shares(21) | |
| 656,326 | | |
| — | | |
| 656,326 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Shareholders with beneficial ownership of less than 40,000 shares and more than or equal to 10,000 shares(22) | |
| 993,714 | | |
| — | | |
| 993,714 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Shareholders with beneficial ownership of less than 10,000 shares and more than or equal to 5,000 shares(23) | |
| 729,646 | | |
| — | | |
| 729,646 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Shareholders with beneficial ownership of less than 5,000 shares and more than or equal to 1,000 shares(24) | |
| 1,140,453 | | |
| — | | |
| 1,140,453 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Shareholders with beneficial ownership of less than 1,000 shares(25) | |
| 825,415 | | |
| — | | |
| 825,415 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Total Shares | |
| 121,552,818 | | |
| 19,615,530 | | |
| 118,968,753 | | |
| 10,250,000 | | |
| 2,584,066 | | |
| 2.22 | % | |
| 12,349,496 | | |
| 10.33 |
% |
† | Ordinary Shares and warrants offered and beneficially owned are based primarily on information initially
provided by the Selling Securityholders indicating the Ordinary Shares and warrants to be covered by this registration statement and eligible
for sale under this prospectus and the Prior Registration Statement. A Selling Securityholder may have sold or transferred some or all
of the Ordinary Shares and warrants set forth in the table and accompanying footnotes, and consequently the Ordinary Shares and warrants
indicated to be offered may exceed the number of Ordinary Shares and warrants to be sold by the Selling Securityholders. |
| (1) | The percentage of beneficial ownership before this offering is
calculated based on 116,440,191 Ordinary Shares outstanding, as of July 9, 2021. Unless otherwise indicated, we believe that
all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. |
| (2) | Comprising (i) 935,732 shares beneficially held by Covalis
Capital Master Fund Ltd and (ii) 364,268 shares beneficially held by Covalis Capital Enhanced Master Fund Ltd. Covalis Capital LLP
is an investment manager of both Covalis Capital Master Fund Ltd and Covalis Capital Enhanced Master Fund Ltd. The business address of
Covalis Capital LLP is 5th Floor 52 Conduit Street, London, England, W1S 2XY. |
| (3) | D. E. Shaw Valence Portfolios, L.L.C. (“Valence”)
directly owns 750,000 securities (“Valence Shares”) and has the power to vote or to direct the vote of (and the power to
dispose or direct the disposition of) the Valence Shares. D. E. Shaw Oculus Portfolios, L.L.C. (“Oculus”) directly owns
250,000 securities (“Oculus Shares”) and has the power to vote or to direct the vote of (and the power to dispose or direct
the disposition of) the Oculus Shares. |
D. E.
Shaw & Co., L.P. (“DESCO LP”), as the investment adviser of Valence and Oculus, may be deemed to have the shared
power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Valence Shares and the Oculus Shares.
D. E. Shaw & Co., L.L.C. (“DESCO LLC”), as the manager of Valence and Oculus, may be deemed to have the shared
power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Valence Shares and the Oculus Shares.
Julius Gaudio, Maximilian Stone, and Eric Wepsic, or their designees, exercise voting and investment control over the Valence Shares and
Oculus Shares on DESCO LP’s and DESCO LLC’s behalf.
D. E.
Shaw & Co., Inc. (“DESCO Inc.”), as general partner of DESCO LP, may be deemed to have the shared power to vote or
direct the vote of (and the shared power to dispose or direct the disposition of) the Valence Shares and the Oculus Shares. D. E.
Shaw & Co. II, Inc. (“DESCO II Inc.”), as managing member of DESCO LLC, may be deemed to have the shared
power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Valence Shares and the Oculus Shares.
None of DESCO LP, DESCO LLC, DESCO Inc., or DESCO II Inc. owns any shares of FREYR Battery directly, and each such entity disclaims
beneficial ownership of the Valence Shares and the Oculus Shares.
David E. Shaw does not own
any shares of FREYR Battery directly. By virtue of David E. Shaw’s position as President and sole shareholder of DESCO Inc.,
which is the general partner of DESCO LP, and by virtue of David E. Shaw’s position as President and sole shareholder of DESCO II
Inc., which is the managing member of DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote
of (and the shared power to dispose or direct the disposition of) the Valence Shares and the Oculus Shares and, therefore, David E. Shaw
may be deemed to be the beneficial owner of the Valence Shares and the Oculus Shares. David E. Shaw disclaims beneficial ownership
of the Valence Shares and the Oculus Shares.
Valence
and Oculus may be deemed affiliates of D. E. Shaw Securities, L.L.C., a registered broker-dealer, which will not be involved in the
offering or distribution of the securities registered pursuant to this prospectus.
| (4) | The shares beneficially owned and offered hereby include 261,800
shares of ordinary shares held by Franklin Templeton Investment Funds — Franklin Natural Resources Fund and 138,200 shares
of ordinary shares held by Franklin Strategic Series — Franklin Natural Resources Fund. Franklin Advisers, Inc. (“FAV”)
is the investment manager for the funds listed above. FAV is an indirect wholly owned subsidiary of a publicly traded company, Franklin
Resources, Inc. (“FRI”), and may be deemed to be the beneficial owner of these shares for purposes of Rule 13d-3 under
the Exchange Act in its capacity as the investment adviser to such funds and accounts pursuant to investment management contracts
that grant investment and/or voting power to FAV. When an investment management contract (including a sub-advisory agreement) delegates
to FAV investment discretion or voting power over the securities held in the investment advisory accounts that are subject to that agreement,
FRI treats FAV as having sole investment discretion or voting authority, as the case may be, unless the agreement specifies otherwise.
Accordingly, FAV reports for purposes of Section 13(d) of the Exchange Act that it has sole investment discretion and
voting authority over the securities covered by any such investment management agreement, unless otherwise specifically noted. The address
of the Franklin Funds is c/o Franklin Advisers, Inc., One Franklin Parkway, San Mateo, California 94403. |
| (5) | Seven Grand Managers, LLC is the investment manager of Boothbay
Absolute Return Strategies, LP, Boothbay Diversified Alpha Master Fund, LP and Seven Grand Partners LLC (collectively, the “Seven
Grand Securityholders”). Chris Fahy may be deemed to have investment discretion and voting power over Ordinary Shares held by the
Seven Grand Securityholders. The business address of Seven Grand Managers, LLC is 81 Pondfield Road, Suite C302 Bronxville, NY 10708. |
| (6) | Comprising (i) 2,481,000 shares beneficially held by Suvretta
Master Fund, Ltd. and (ii) 19,000 shares beneficially held by Suvretta Long Master Fund, Ltd. Suvretta Capital Management, LLC is
the investment manager of both Suvretta Master Fund, Ltd. and Suvretta Long Master Fund, Ltd. Aaron Cowen as control person of Suvretta
Capital Management, LLC may share dispositive and voting power over the shares held by the each Suvretta Master Fund, Ltd. and Suvretta
Long Master Fund, Ltd. The business address of the Suvretta Capital Management, LLC is 540 Madison Avenue, 7th Floor, New York,
NY 10022. |
| (7) | Triodos Investment Management B.V. is the management company,
distributor and investment manager of SICAV I and all its sub-funds. Triodos Pioneer Impact Fund, which holds 200,000 Ordinary
Shares, is a sub-fund of SICAV I. The business address of Triodos Investment Management B.V. is Hoofdstraat 10, Driebergen-Rijsenburg,
PO Box 55, 3700 AB Zeist, The Netherlands. |
| (8) | Includes 4,186,840 FREYR Ordinary Shares and 6,964,517 FREYR Ordinary
Shares subject to warrants, which are exercisable 30 days following the Closing of the Business Combination. William Richard Anderson
may be deemed to beneficially own shares held by the Alussa Energy Sponsor LLC (the “Sponsor”) by virtue of his control over
the Sponsor, as its managing member. Mr. Anderson disclaims beneficial ownership of the FREYR Ordinary Shares held by the Sponsor
other than to the extent of his pecuniary interest in such shares. |
| (9) | Following the Second Closing, the Sponsor transferred 100,000
FREYR Private Warrants to Peter Matrai, a member of the board of directors of FREYR, and 50,000 FREYR Private Warrants to each of Jan
Arve Haugan, Steffen Føreid, Ryuta Kawaguchi, Gery Bonduelle, Einar Kilde, Tove Ljungquist, Are Brautaset and Hege Norheim, each
current or previous members of management of FREYR. |
| (10) | Securities offered hereby include (i) 573,460 Ordinary
Shares held by BEMAP Master Fund Ltd.; 225,959 Ordinary Shares held by Encompass Capital E L Master Fund L.P.; (iii) 1,215,081 Ordinary
Shares held by Encompass Capital Master Fund LP; and (iv) 21,484 Ordinary Shares held by Morgan Stanley & Co. (f/b/o
Encompass Capital Advisors LLC). Securities beneficially owned by entities affiliated with Encompass Capital Advisors also include (i) 1,045,618
public Ordinary Shares held by Encompass Capital Master Fund LP, 715,206 public Ordinary Shares held by Encompass Capital E L Master
Fund L.P., 135,214 public Ordinary Shares held by BEMAP Master Fund Ltd., 488,063 public Ordinary Shares held by Blackstone CSP-MST FMAP
Fund, 199,965 public Ordinary Shares held by GCM Grosvenor Equity Opportunities Master Fund, L.P. and (ii) 2,857,285 public warrants
held by Encompass Capital Master Fund LP, 2,596,510 public warrants held by Encompass Capital E L Master Fund L.P., 776,978 public warrants
held by BEMAP Master Fund Ltd., 681,865 public warrants held by Blackstone CSP-MST FMAP Fund and 276,811 public warrants held by GCM
Grosvenor Equity Opportunities Master Fund, L.P., in each case that are exercisable within 60 days. Encompass Capital Advisors LLC
is the subadvisor of BEMAP Master Fund Ltd., Blackstone CSP-MST FMAP Fund and GCM Grosvenor Equity Opportunities Master Fund, L.P. and
the investment manager of Encompass Capital E L Master Fund L.P. and Encompass Capital Master Fund LP. Encompass Capital Advisors
LLC and Todd Kantor, as the managing member of Encompass Capital Advisors LLC, may be deemed to beneficially own the securities held
by the Encompass entities listed above. The address of the above entities is c/o Encompass Capital Advisors LLC, 200 Park Avenue, 11th
Floor, New York, NY 10166. |
| (11) | Unless otherwise noted, the business address of each director
and officer is Nytorget 1, 8622 Mo I Rana, Norway. |
| (12) | Includes 8,951 FREYR Ordinary Shares held by Primecon AS. Ms.
Svarva and her husband, Jan Helgebostad, are co-owners of Primecon AS. Each of Ms. Svarva and Mr. Helgebostad disclaim beneficial
ownership of the shares held by Primecon AS except to the extent of her or his pecuniary interest therein. The address of Primecon AS
is Sollerudveien 36, 0283 Oslo. |
| (13) | Does
not include 2,176,081 FREYR Ordinary Shares subject to warrants, which are exercisable within 60 days of July 9, 2021 held
by EDGE Global LLC. Mr. Matrai and Mr. Jensen are co-owners of EDGE Global LLC. Each of Mr. Matrai and Mr. Jensen
disclaims beneficial ownership of the shares held by EDGE Global LLC except to the extent of his pecuniary interest therein. See footnote
9 for more details. |
| (14) | Mr. Sjøtveit and his wife are co-owners and Mr. Sjøtveit
is a member and his wife is the chair of the board of directors of ATS Next AS. ATS AS is a wholly-owned subsidiary of ATS Next
AS. Mr. Sjøtveit disclaims beneficial ownership of the shares held by ATS AS except to the extent of his pecuniary interest
therein. The business address of ATS AS is Kleivveien 19 B, 1356, Bekkestua, Norway. |
| (15) | Teknovekst Invest AS is a wholly owned subsidiary of Teknovekst
AS with Mr. Slettemoen being the sole board member. Mr. Slettemoen is the sole owner and board member of Teknovekst AS, and has the power
to direct the vote and disposition of securities held by Teknovekst Invest AS. Mr. Slettemoen was a co-founder of FREYR AS. The business
address of each of the entities and Mr. Slettemoen is Statsråd Ihlens vei 13, 2010, Strømmen, Norway. |
| (16) | Includes 2,176,081 FREYR Ordinary
Shares subject to warrants, which are exercisable within 60 days of July 9, 2021 held by EDGE Global LLC. Mr. Matrai
and Mr. Jensen are co-owners of EDGE Global LLC. Each of Mr. Matrai and Mr. Jensen disclaims beneficial ownership
of the shares held by EDGE Global LLC except to the extent of his pecuniary interest therein. The business address of EDGE Global LLC
is 325 Chestnut Street, Philadelphia, PA 19106. |
| (17) | Includes 413,313 FREYR Ordinary Shares subject to warrants, which
are exercisable within 60 days of July 9, 2021 held by Sumisho Metalex Corporation (“Metalex”). Metalex and FREYR
Battery signed a Services Agreement whereby Metalex will support FREYR Battery in identifying and qualifying potential Japanese battery
cell technology providers. |
| (18) | In June 2019 KIC InnoEnery SE entered into an agreement to
invest 7.25 million Euro in FREYR Legacy and to co-develop an in-licensing framework with FREYR Legacy. In November 2020, the
parties agreed to terminate the agreement and reduce the amount invested by KIC InnoEnergy SE to 1.23 million Euro. |
| (19) | Mr. Kilde is the brother of Einar Gudmundsson Schie Kilde,
FREYR Battery’s Executive Vice President, Projects. |
| (20) | Represents the holdings of 13 current and former FREYR Battery
employees and 5 people who are family members of current and former FREYR Battery employees, which in the aggregate account for less
than 1% of outstanding FREYR Legacy Ordinary Shares. |
| (21) | Represents the holdings of 10 shareholders, which in the aggregate
account for less than 1% of outstanding FREYR Battery Ordinary Shares. |
| (22) | Represents the holdings of 52 shareholders, which in the aggregate
account for less than 1% of outstanding FREYR Battery Ordinary Shares. |
| (23) | Represents the holdings of 103 shareholders, which in the aggregate
account for less than 1% of outstanding FREYR Battery Ordinary Shares. |
| (24) | Represents the holdings of 565 shareholders, which in the aggregate
account for less than 1% of outstanding FREYR Battery Ordinary Shares. |
| (25) | Represents the holdings of 3,140 shareholders, which in the aggregate
account for less than 1% of outstanding FREYR Battery Ordinary Shares. |
U.S.
FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is
a summary of United States federal income tax considerations generally applicable to the acquisition, ownership and disposition by
U.S. Holders (as defined below) of FREYR Ordinary Shares or warrants (which are sometimes refer to as our “securities”).
This discussion addresses only those Company security holders that hold their securities as a capital asset (generally, property held
for investment). This discussion is a summary only and does not discuss all aspects of U.S. federal income taxation that may be relevant
to holders in light of their particular circumstances or status including:
| ● | financial institutions or financial services entities; |
| ● | taxpayers that are subject to the mark-to-market accounting
rules; |
| ● | governments or agencies or instrumentalities thereof; |
| ● | regulated investment companies or real estate investment
trusts; |
| ● | expatriates or former long-term residents of the United States; |
| ● | persons that actually or constructively own five percent
or more of our voting shares or five percent or more of the total value of any class of our shares; |
| ● | persons that acquired our securities pursuant to an exercise
of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
| ● | persons that hold our securities as part of a straddle, constructive
sale, hedging, conversion or other integrated or similar transaction; |
| ● | persons whose functional currency is not the U.S. dollar;
and |
| ● | persons subject to special tax accounting rules as a result
of any item of gross income with respect to Company securities being taken into account in an “applicable financial statement”
(as defined in Section 451(b) of the Code). |
This discussion is based on
the Code, proposed, temporary and final Treasury Regulations promulgated under the Code, and judicial and administrative interpretations
thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect
the tax considerations described herein.
This discussion does not address
U.S. federal taxes other than those pertaining to U.S. federal income taxation (such as estate or gift taxes, the alternative
minimum tax or the Medicare tax on investment income), nor does it address any aspects of U.S. state or local or non-U.S. taxation.
We have not and do not intend
to seek any rulings from the IRS regarding the matters described herein. There can be no assurance that the IRS will not take positions
inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.
This discussion does not consider
the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership
(or any entity or arrangement so characterized for U.S. federal income tax purposes) holds FREYR Ordinary Shares or warrants, the
tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner
and the activities of the partnership. Partnerships holding any FREYR Ordinary Shares or warrants and persons that are treated as partners
of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of acquiring, holding
or disposing of FREYR Ordinary Shares or warrants.
THE FOLLOWING IS FOR INFORMATIONAL
PURPOSES ONLY. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER, INCLUDING
THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.
As used herein, a “U.S. Holder”
is a beneficial owner of FREYR Ordinary Shares or warrants who or that is, for U.S. federal income tax purposes:
| ● | an individual citizen or resident of the United States, |
| ● | a corporation (or other entity that is treated as a corporation
for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of
the United States or any state thereof or the District of Columbia, |
| ● | an estate whose income is subject to U.S. federal income
tax regardless of its source, or |
| ● | a trust if (1) a U.S. court can exercise primary
supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions
of the trust or (2) it has a valid election in place to be treated as a U.S. person. |
Taxation of Dividends and Other Distributions
on FREYR Ordinary Shares
Subject to the passive foreign
investment company (“PFIC”) rules discussed below, if the Company does make a distribution of cash or other property to a
U.S. Holder of FREYR Ordinary Shares, such distributions (including amounts withheld to reflect Luxembourg withholding taxes) will
generally be treated as a dividend for U.S. federal income tax purposes to the extent the distribution is paid out of the Company’s
current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Such dividends will generally
be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction generally allowed
to domestic corporations in respect of dividends received from other domestic corporations.
Distributions in excess of
such earnings and profits will generally be applied against and reduce the U.S. Holder’s basis in its FREYR Ordinary Shares
(but not below zero) and, to the extent in excess of such basis, will be treated as gain from the sale or exchange of such FREYR Ordinary
Shares.
We do not intend to calculate
our earnings and profits according to U.S. tax accounting principles. Accordingly, notwithstanding the discussion in the preceding
paragraph, distributions on FREYR Ordinary Shares, if any, will generally be taxed to U.S. Holders as dividend distributions for
U.S. tax purposes.
With respect to non-corporate
U.S. Holders, dividends will generally be taxed at preferential long-term capital gains rates (subject to the relevant holding period
requirements) only if (i) FREYR Ordinary Shares are readily tradable on an established securities market in the United States
or (ii) if Company is eligible for the benefits of the income tax treaty between the United States and Luxembourg, in each case
provided that the Company is not treated as a PFIC at the time the dividend was paid or in the previous year and certain other requirements
are met. For this purpose, Ordinary Shares listed on the NYSE will generally be considered to be readily tradable on an established securities
market in the United States. However, as discussed below, it is likely that we were a PFIC for the taxable year ending December 31, 2021,
and we may be a PFIC for the current taxable year. U.S. Holders should consult their tax advisors regarding the availability of the
lower rate for any dividends paid with respect to our Ordinary Shares.
The amount of any dividend
paid in foreign currency (including amounts withheld to reflect Luxembourg withholding taxes) will equal the U.S. dollar value of the
dividend, calculated by reference to the exchange rate in effect at the time the dividend is actually or constructively received by the
U.S. Holder, regardless of whether the payment is in fact converted into U.S. dollars at that time. A U.S. Holder should not recognize
any foreign currency gain or loss in respect of such dividend if such foreign currency is converted into U.S. dollars on the date received
by the U.S. Holder. If the foreign currency is not converted into U.S. dollars on the date of receipt, however, gain or loss may be recognized
upon a subsequent sale or other disposition of the foreign currency. Such foreign currency gain or loss, if any, will be U.S. source ordinary
income or loss. U.S. Holders should consult their own tax advisors regarding the treatment of any foreign currency gain or loss if any
foreign currency received as a dividend on our common shares are not converted into U.S. dollars on the date of receipt.
A U.S. Holder may be entitled,
subject to certain limitations, to a credit against its U.S. federal income tax liability, or a deduction in computing its U.S. federal
taxable income, for Luxembourg income taxes withheld by the Company. Dividends will generally constitute foreign source “passive
category income” for purposes of the foreign tax credit. The rules governing foreign tax credits are complex. U.S. Holders should
consult their tax advisers concerning the foreign tax credit under their particular circumstances.
Taxation on the Disposition of Securities
Subject to the PFIC rules discussed
below, upon a sale or other taxable disposition of Company securities, a U.S. Holder will generally recognize capital gain or loss.
The amount of gain or loss recognized will generally be equal to the difference between (i) the sum of the amount of cash and the
fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its securities.
Under tax law currently in
effect, long-term capital gains recognized by non-corporate U.S. Holders are generally subject to U.S. federal income tax at
a reduced rate of tax. Capital gain or loss will constitute long-term capital gain or loss if the U.S. Holder’s holding period
for the ordinary shares or warrants exceeds one year. The deductibility of capital losses is subject to various limitations.
Acquisition of Ordinary Shares Pursuant to
a Warrant
Subject to the PFIC rules discussed
below, a U.S. Holder will generally not recognize gain or loss upon the exercise of a Company warrant for cash. A FREYR Ordinary
Share acquired pursuant to the exercise of a Company warrant for cash will generally have a tax basis equal to the U.S. Holder’s
tax basis in the warrant, increased by the amount paid to exercise the warrant.
It is unclear whether a U.S. Holder’s
holding period for the Ordinary Share will commence on the date of exercise of the warrant or the day following the date of exercise
of the warrant; in either case, the holding period will not include the period during which the U.S. Holder held the warrant. If
a warrant is allowed to lapse unexercised, a U.S. Holder will generally recognize a capital loss equal to such holder’s tax
basis in the warrant.
Because of the absence of authority
specifically addressing the treatment of a cashless exercise of warrants under U.S. federal income tax law, the treatment of such
a cashless exercise is unclear. A cashless exercise may be tax-free, either because the exercise is not a realization event or because
the exercise is treated as a recapitalization for U.S. federal income tax purposes. Alternatively, a cashless exercise could be treated
as a taxable exchange in which gain or loss would be recognized.
In either tax-free situation,
a U.S. Holder’s tax basis in the ordinary shares received would generally equal the U.S. Holder’s tax basis in the
warrants. If a cashless exercise is not treated as a realization event, it is unclear whether a U.S. Holder’s holding period
for the ordinary shares received on exercise will be treated as commencing on the date of exercise of the warrant or the following day.
If a cashless exercise is treated as a recapitalization, the holding period of the ordinary shares received will include the holding period
of the warrants.
If a cashless exercise is treated
as a taxable exchange, a U.S. Holder could be deemed to have surrendered warrants with an aggregate fair market value equal to the
exercise price for the total number of warrants to be exercised. In this case, the U.S. Holder would recognize capital gain or loss
in an amount equal to the difference between the fair market value of the warrants deemed surrendered and the U.S. Holder’s
tax basis in such warrants. A U.S. Holder’s tax basis in the ordinary shares received would equal the sum of the U.S. Holder’s
initial investment in the warrants exercised (i.e., the U.S. Holder’s purchase price for the warrant (or the portion of such
U.S. Holder’s purchase price for units that is allocated to the warrant) and the exercise price of such warrants). It is unclear
whether a U.S. Holder’s holding period for the ordinary shares would commence on the date of exercise of the warrant or the day
following the date of exercise of the warrant.
The Company expects a U.S. Holder’s
cashless exercise of Company warrants (including after the Company provides notice of its intent to redeem warrants for cash) to be treated
as a recapitalization for U.S. federal income tax purposes. However, there can be no assurance which, if any, of the alternative
tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should
consult their tax advisors regarding the tax consequences of a cashless exercise.
Subject to the PFIC rules described
below, if the Company redeems warrants for cash pursuant to the redemption provisions of the warrants or if the Company purchases warrants
in an open market transaction, such redemption or purchase will generally be treated as a taxable disposition to the U.S. Holder,
taxed as described above under “— Taxation on the Disposition of Securities.”
Passive Foreign Investment Company Considerations
A foreign (i.e., non-U.S.)
corporation will be a PFIC for U.S. federal income tax purposes if either (1) at least 75% of its gross income in a taxable
year of the foreign corporation, including its pro rata share of the gross income of any corporation in which it is considered to own
at least 25% of the shares by value, is passive income, or (2) at least 50% of its assets in a taxable year of the foreign corporation,
ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any
corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive
income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from
the active conduct of a trade or business) and gains from the disposition of passive assets.
Based on the current and anticipated
composition of the income, assets and operations of the Company and its subsidiaries, and the market price of FREYR Ordinary Shares, the
Company may be classified as a PFIC for its current taxable year ending on December 31, 2022 and subsequent taxable years. Whether the
Company or any of its subsidiaries are a PFIC for any taxable year is an annual factual determination that depends on, among other things,
the composition of the Company’s income and assets, and the market value of its and its subsidiaries’ shares and assets. Because
items of working capital are generally treated as passive assets for PFIC purposes, retaining or accumulating cash, cash equivalents and
other assets such as short-term and long-term investments that are readily convertible into cash increases the risk that the Company will
be classified as a PFIC. As a result, the Company’s actual PFIC status for its current taxable year or any future taxable
year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to the Company’s
status as a PFIC for our current taxable year or any future taxable year.
Although a determination as
to the Company’s PFIC status will be made annually, the Company will generally continue to be treated as a PFIC with respect to
a U.S. Holder who held Company securities during a taxable year for which the Company was a PFIC, whether or not the Company meets
the test for PFIC status in subsequent years unless one of certain elections has been made (discussed below). Based on the market
price of FREYR Ordinary Shares and the composition of FREYR’s assets during 2021, it is likely that FREYR was a PFIC for its taxable
year ending December 31, 2021.
If the Company is determined
to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder and, in the case of
FREYR Ordinary Shares, the U.S. Holder did not make a timely QEF election for the Company’s first taxable year as a PFIC in
which the U.S. Holder held (or was deemed to hold) FREYR Ordinary Shares, a QEF election along with a deemed sale (or purging) election,
or a “mark-to-market” election, each as described below, such holder generally will be subject to special rules with respect
to:
| ● | any gain recognized by the U.S. Holder on the sale or
other disposition of its FREYR Ordinary Shares or warrants; and |
| ● | any “excess distribution” made to the U.S. Holder
(generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the
average annual distributions received by such U.S. Holder in respect of Company securities during the three preceding taxable years
of such U.S. Holder or, if shorter, such U.S. Holder’s holding period for such securities). |
Under these rules,
| ● | the U.S. Holder’s gain or excess distribution
will be allocated ratably over the U.S. Holder’s holding period for its securities; |
| ● | the amount allocated to the U.S. Holder’s taxable
year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s
holding period before the first day of our first taxable year in which the Company is a PFIC, will be taxed as ordinary income; |
| ● | the amount allocated to other taxable years (or portions
thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and
applicable to the U.S. Holder; and |
| ● | the interest charge generally applicable to underpayments
of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder. |
In general, if the Company
is determined to be a PFIC, a U.S. Holder may avoid the PFIC tax consequences described above in respect to its FREYR Ordinary Shares
(but not Company warrants) by making a timely QEF election (if eligible to do so) to include in income its pro rata share of the Company’s
net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether
or not distributed, in the taxable year of the U.S. Holder in which or with which the Company’s taxable year ends if the Company
is treated as a PFIC for that taxable year. A U.S. Holder generally may make a separate election to defer the payment of taxes on
undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
A U.S. Holder may not
make a QEF election with respect to Company warrants. As a result, if a U.S. Holder sells or otherwise disposes of such warrants
(other than upon exercise of such warrants), any gain recognized will generally be subject to the special tax and interest charge rules
treating the gain as an excess distribution, as described above, if the Company was a PFIC at any time during the period the U.S. Holder
held the Company warrants. If a U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly
acquired FREYR Ordinary Shares, the QEF election will apply to the newly acquired FREYR Ordinary Shares (it is not clear how a previously
made QEF election that is in effect with respect to FREYR Ordinary Shares would apply to FREYR Ordinary Shares subsequently acquired on
the exercise of such warrants), but the adverse tax consequences relating to PFIC shares, adjusted to take into account the current income
inclusions resulting from the QEF election, will generally continue to apply with respect to such newly acquired FREYR Ordinary Shares
(which will generally be deemed to have a holding period for purposes of the PFIC rules that includes the period the U.S. Holder
held the warrants), unless the U.S. Holder makes a purging election under the PFIC rules. The purging election creates a deemed sale
of such shares at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest
charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder
will increase the adjusted basis in the FREYR Ordinary Shares acquired upon the exercise of the warrants by the gain recognized and will
also have a new holding period in such shares for purposes of the PFIC rules.
The QEF election is made on
a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally
makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified
Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income
tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective
statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult
their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.
In order to comply with the
requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from the Company. If the Company determines
that it is a PFIC for any taxable year, it may endeavor to provide to a U.S. Holder upon request such information as the IRS may
require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a QEF election. However,
there is no assurance that the Company will have timely knowledge of its status as a PFIC in the future or of the required information
to be provided.
If a U.S. Holder has made
a QEF election with respect to FREYR Ordinary Shares, and the special tax and interest charge rules do not apply to such shares (because
of a timely QEF election for the Company’s first taxable year as a PFIC in which the U.S. Holder holds (or is deemed to hold)
such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on the sale of FREYR
Ordinary Shares will generally be taxable as capital gain and no interest charge will be imposed under the PFIC rules. As discussed above,
U.S. Holders who make a QEF election with respect to a PFIC are currently taxed on their pro rata shares of such PFIC’s earnings
and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included
in income should generally not be taxable as a dividend to such U.S. Holders. The tax basis of a U.S. Holder’s shares
in a PFIC with respect to which a QEF election has been made will be increased by amounts that are included in income, and decreased by
amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding
such property the U.S. Holder is treated under the applicable attribution rules as owning shares in a PFIC with respect to which
a QEF election has been made.
As noted above, the Company
will generally continue to be treated as a PFIC with respect to a U.S. Holder who held Company securities during a taxable year for
which the Company was a PFIC, whether or not the Company meets the test for PFIC status in subsequent years. A U.S. Holder who
makes the QEF election discussed above for the Company’s first taxable year as a PFIC in which the U.S. Holder holds (or is
deemed to hold) FREYR Ordinary Shares, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect
to such shares. In addition, such U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any
taxable year of the Company that ends within or with a taxable year of the U.S. Holder and in which the Company is not a PFIC. On
the other hand, if the QEF election is not effective for each of the Company’s taxable years in which the Company is a PFIC
and the U.S. Holder holds (or is deemed to hold) FREYR Ordinary Shares, the PFIC rules discussed above will continue to apply to
such shares unless the holder makes a purging election, as described above, and pays the tax and interest charge with respect to the gain
inherent in such shares attributable to the pre-QEF election period.
Alternatively, if a U.S. Holder,
at the close of its taxable year, owns (or is deemed to own) shares in a PFIC that are treated as marketable shares, the U.S. Holder
may make a mark-to-market election with respect to such shares for such taxable year. If the U.S. Holder makes a valid mark-to-market
election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) FREYR Ordinary
Shares and for which the Company is determined to be a PFIC, such holder will generally not be subject to the PFIC rules described above
in respect to its FREYR Ordinary Shares as long as such shares continue to be treated as marketable shares. Instead, in general, the U.S. Holder
will include as ordinary income for each year that the Company is treated as a PFIC the excess, if any, of the fair market value of its
ordinary shares at the end of its taxable year over the adjusted basis in its ordinary shares. The U.S. Holder also will be allowed
to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its FREYR Ordinary Shares over the fair market value
of its ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result
of the mark-to-market election). The U.S. Holder’s basis in its FREYR Ordinary Shares will be adjusted to reflect any such
income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the FREYR Ordinary Shares in a taxable
year in which Company is treated as a PFIC will be treated as ordinary income. Special tax rules may also apply if a U.S. Holder
makes a mark-to-market election for a taxable year after the first taxable year in which the U.S. Holder holds (or is deemed to hold)
its FREYR Ordinary Shares and for which the Company treated as a PFIC. Currently, a mark-to-market election may not be made with
respect to Company warrants.
The mark-to-market election
is available only for stock that is regularly traded on a national securities exchange that is registered with the SEC, including the
NYSE, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate
and sound fair market value. U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of
a mark-to-market election in respect to FREYR Ordinary Shares under their particular circumstances.
If the Company is a PFIC and,
at any time, has a foreign subsidiary that is classified as a PFIC, U.S. Holders would generally be deemed to own a portion of the
shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if the Company
receives a distribution from, or disposes of all or part of the Company’s interest in, the lower-tier PFIC or the U.S. Holders
otherwise were deemed to have disposed of an interest in the lower-tier PFIC. Upon request, the Company may endeavor to cause any
lower-tier PFIC to provide to a U.S. Holder the information that may be required to make or maintain a QEF election with respect
to the lower-tier PFIC. However, there is no assurance that the Company will have timely knowledge of the status of any such lower-tier
PFIC. In addition, the Company may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance
we will be able to cause the lower-tier PFIC to provide the required information. A mark-to-market election generally would not be available
with respect to such lower-tier PFIC. U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised
by lower-tier PFICs.
A U.S. Holder that owns
(or is deemed to own) shares in a PFIC during any taxable year of the U.S. Holder, may have to file an IRS Form 8621(whether
or not a QEF or market-to-market election is made) with such U.S. Holder’s U.S. federal income tax return and provide
such other information as may be required by the U.S. Treasury Department. The rules dealing with PFICs and with the QEF and mark-to-market
elections are very complex and are affected by various factors in addition to those described above. Accordingly, U.S. Holders of
Company securities should consult their own tax advisors concerning the application of the PFIC rules to Company securities under their
particular circumstances.
THE RULES DEALING WITH PFICS
ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR
TAX ADVISORS REGARDING THE CONSEQUENCES TO THEM OF THE PFIC RULES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION, A MARK-TO-MARKET
ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL
PFIC TREASURY REGULATIONS.
Luxembourg Taxation Considerations
The following is a summary
addressing certain material Luxembourg tax consequences that are likely to be relevant to non-Luxembourg resident holders in respect of
the subscription, purchase, ownership and disposition of FREYR Ordinary Shares.
This summary does not purport
to address all material tax considerations that may be relevant to a holder or prospective holder of FREYR Ordinary Shares. These tax
consequences will vary in accordance with the law and practice currently in force in the holders’ country of citizenship, residence,
domicile or incorporation and with their personal circumstances.
This summary is based on the
laws, regulations and applicable tax treaties as in effect on the date hereof in Luxembourg, all of which are subject to change, possibly
with retroactive effect. Holders of FREYR Ordinary Shares should consult their own tax advisers as to the particular tax consequences,
under the tax laws of the country of which they are residents, citizens, domiciled or incorporated for tax purposes of the subscription,
purchase, ownership or disposition of FREYR Ordinary Shares.
(a)
Luxembourg Withholding Tax on Dividends Paid on FREYR Ordinary Shares to non-Luxembourg resident holders
Dividends distributed by FREYR
will in principle be subject to Luxembourg withholding tax at the rate of 15%.
Non-Luxembourg holders, provided
they are resident in a country with which Luxembourg has concluded a treaty for the avoidance of double taxation, may be entitled to claim
treaty relief under the conditions and subject to the limitations set forth in the relevant treaty.
A non-resident corporate holder
resident in a European Union Member State may be able to claim an exemption from Luxembourg dividend withholding tax under the conditions
set forth in the amended Council Directive 2011/96/EU of 30 November 2011 on the common system of taxation applicable in the case
of parent companies and subsidiaries of different Member States as implemented in Luxembourg. In addition, fully taxable non-resident
corporate holders may be exempt from withholding tax if they are resident in a country with which Luxembourg has concluded a double tax
treaty (under the conditions as set forth in article 147 of the Luxembourg income tax law dated 4 December 1967).
(b)
Luxembourg Income Tax on Capital Gains to non-Luxembourg resident holders
An individual or corporate
non-Luxembourg holder of FREYR Ordinary Shares who/which realizes a gain on disposal thereof (and who/which does not have a permanent
establishment or permanent representative in Luxembourg to which FREYR Ordinary Shares would be attributable) will only be subject to
Luxembourg taxation on capital gains arising upon disposal of such shares if such holder has (together with his or her spouse and underage
children) directly or indirectly held more than 10% of the capital of FREYR, at any time during the past five years, and either (1) such
holder has been a resident of Luxembourg for tax purposes for at least 15 years and has become a non-resident within the last five years
preceding the realization of the gain, subject to any applicable tax treaty, or (2) the disposal of FREYR Ordinary Shares occurs
within six months from their acquisition, subject to any applicable tax treaty.
(c) Other
Taxes
Estate and Gift Tax
No Luxembourg inheritance tax
is levied on the transfer of FREYR Ordinary Shares upon the death of a non-Luxembourg resident holder.
No Luxembourg gift tax will
be levied in the event that a gift of FREYR Ordinary Shares is made outside of Luxembourg.
Other Luxembourg Tax Considerations
There is no requirement that
a registration tax, transfer tax, capital tax, stamp duty or any other similar tax or duty be paid by a holder in respect of or in connection
with the issuance transfer, redemption or repurchase of FREYR Ordinary Shares, unless such issuance, transfer, redemption or repurchase
is (i) voluntarily presented to the registration formalities, or (ii) appended to a document that requires mandatory registration.
PLAN OF DISTRIBUTION FOR SECURITIES
OFFERED BY US
We are registering ordinary
shares, preferred shares, subscription rights, debt securities, purchase units and warrants with an aggregate offering price of up to
$500,000,000, to be sold by us under a shelf registration process. We are also registering the issuance by us of up to 14,375,000 Ordinary
Shares issuable upon the exercise of the FREYR Public Warrants, 8,750,000 Ordinary Shares issuable upon the exercise of FREYR Private
Warrants and 1,500,000 Ordinary Shares issuable upon the exercise of FREYR Working Capital Warrants, each of which Ordinary Shares were
previously registered in the S-4 Registration Statement and the Prior Registration Statement. We will receive up to an aggregate of approximately
$283,187,500 from the exercise of the FREYR Public Warrants, FREYR Private Warrants and FREYR Working Capital Warrants, assuming the exercise
in full of all of such FREYR Warrants for cash.
We may sell the securities
offered by this prospectus from time to time in one or more transactions, including without limitation:
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through underwriters for resale to purchasers; |
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through dealers to purchasers; |
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through agents to purchasers; |
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directly to one or more purchasers; or |
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through a combination of these methods of sale. |
In addition, we may issue the
securities as a dividend to our existing securityholders, subject to applicable Luxembourg law provisions.
Any underwriters, broker-dealers
or agents who participate in the sale or distribution of the Securities may be deemed to be “underwriters” within the meaning
of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or agents who are deemed
to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters are subject to the
prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the Securities Act and
the Exchange Act.
The Securities may be sold in one or more transactions
at:
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prevailing market prices at the time of sale; |
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prices related to such prevailing market prices; |
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varying prices determined at the time of sale; or |
These sales may be effected in one or more transactions:
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on any national securities exchange or quotation service on which the Securities may be listed or quoted at the time of sale, including NYSE; |
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in the over-the-counter market; |
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in transactions otherwise than on such exchanges or services or in the over-the-counter market; |
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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one or more underwritten offerings; |
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block trades in which the broker-dealer will attempt to sell the Ordinary Shares or FREYR Warrants as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
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purchases by a broker-dealer as principal and resale by the broker-dealer for its accounts; |
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an exchange distribution in accordance with the rules of the applicable exchange; |
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privately negotiated transactions; |
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distributions to their members, partners or shareholders; |
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short sales effected after the date of the registration statement of which this prospectus is a part is declared effective by the SEC; |
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
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in market transactions, including transactions on a national securities exchange or quotations service or over-the-counter market; |
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in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
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directly to one or more purchasers; |
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any other method permitted by applicable law; or |
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through any combination of the foregoing. |
These transactions may include
block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.
At the time a particular
offering of the Securities is made, a prospectus supplement will be distributed, which will set forth the aggregate amount of Securities
being offered and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers
or agents, (2) any discounts, commissions and other terms constituting compensation and (3) any discounts, commissions or concessions
allowed or reallowed to be paid to broker-dealers. We may suspend the sale of Securities pursuant to this prospectus for certain periods
of time for certain reasons, including if the prospectus is required to be supplemented or amended to include additional material information.
If we offer securities in
a subscription rights offering to our existing securityholders, we may enter into a standby underwriting agreement with dealers, acting
as standby underwriters. We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby
basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering
for us.
We may engage in at-the-market
offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative
transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.
If the applicable prospectus supplement and/or any related free writing prospectus so indicates, in connection with those derivatives,
the third parties may sell securities covered by this prospectus and the applicable prospectus supplement and/or any related free writing
prospectus, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others
to settle those sales or to close out any related open borrowings of shares, and may use securities received from us in settlement of
those derivatives to close out any related open borrowings of shares. The third party in such sale transactions will be an underwriter
and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment) and/or
any related free writing prospectus. In addition, we may otherwise loan or pledge securities to a financial institution or other third
party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement and/or any related free
writing prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities
or in connection with a concurrent offering of other securities.
Under Rule 15c6-1 of the Exchange
Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly
agree otherwise. The accompanying prospectus supplement and/or any related free writing prospectus may provide that the original issue
date for your securities may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a
case, if you wish to trade securities on any date prior to the second business day before the original issue date for your securities,
you will be required, by virtue of the fact that your securities initially are expected to settle more than two scheduled business days
after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
All securities we may offer,
other than Ordinary Shares, will be new issues of securities and may have no established trading market. The securities may or may not
be listed on a national securities exchange. We can make no assurance as to the liquidity of or the existence of trading markets for any
of the securities.
The specific terms of any
lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement and/or any related free
writing prospectus.
The anticipated date of delivery
of offered securities will be set forth in the applicable prospectus supplement and/or any related free writing prospectus relating to
each offer.
For additional information regarding expenses
of registration, see the section titled “Use of Proceeds” appearing elsewhere in this prospectus.
PLAN
OF DISTRIBUTION FOR SECURITIES OFFERED BY SELLING SECURITYHOLDERS
On behalf of the Selling Securityholders,
we are registering 118,968,753 Ordinary Shares and 10,250,000 warrants to permit the Selling Securityholders to conduct public secondary
trading of these Securities from time to time after the date of this prospectus. We will not receive any of the proceeds of the sale of
the Securities offered by the Selling Securityholders. The aggregate proceeds to the Selling Securityholders from the sale of the Securities
will be the purchase price of the Securities less any discounts and commissions. We are paying certain expenses (other than commissions
and discounts of underwriters, brokers, dealers or agents) incidental to the offering and sale of the Securities covered by this prospectus
by the Selling Securityholders to the public. The Selling Securityholders reserve the right to accept and, together with their respective
agents, to reject, any proposed purchases of Securities to be made directly or through agents.
Once issued, as applicable
and upon effectiveness of the registration statement of which this prospectus forms a part, the Securities offered by this prospectus
may be sold from time to time to purchasers:
| ● | directly by the selling securityholders, or |
| ● | through underwriters, broker-dealers or agents, who may receive
compensation in the form of discounts, commissions or agent’s commissions from the selling securityholders or the purchasers of
the Securities. |
Any underwriters, broker-dealers
or agents who participate in the sale or distribution of the Securities may be deemed to be “underwriters” within the meaning
of the Securities Act. As a result, any discounts, commissions or concessions received by any such broker-dealer or agents who are deemed
to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters are subject to the
prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the Securities Act and
the Exchange Act. We will make copies of this prospectus available to the Selling Securityholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act. To our knowledge, there are currently no plans, arrangements or understandings between the
Selling Securityholders and any underwriter, broker-dealer or agent regarding the sale of the Securities by the Selling Securityholders.
The Securities may be sold in one or more transactions
at:
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prevailing market prices at the time of sale; |
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prices related to such prevailing market prices; |
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varying prices determined at the time of sale; or |
These sales may be effected in one or more transactions:
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on any national securities exchange or quotation service on which the Securities may be listed or quoted at the time of sale, including NYSE; |
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in the over-the-counter market; |
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in transactions otherwise than on such exchanges or services or in the over-the-counter market; |
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
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one or more underwritten offerings; |
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block trades in which the broker-dealer will attempt to sell the Ordinary Shares or FREYR Warrants as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
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purchases by a broker-dealer as principal and resale by the broker-dealer for its accounts; |
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an exchange distribution in accordance with the rules of the applicable exchange; |
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privately negotiated transactions; |
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distributions to their members, partners or shareholders; |
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short sales effected after the date of the registration statement of which this prospectus is a part is declared effective by the SEC; |
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
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in market transactions, including transactions on a national securities exchange or quotations service or over-the-counter market; |
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in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
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directly to one or more purchasers; |
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broker-dealers may agree with the Selling Securityholders to sell a specified number of such Ordinary Shares or FREYR Warrants at a stipulated price per share or warrant; |
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any other method permitted by applicable law; or |
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through any combination of the foregoing. |
These transactions may include
block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade.
At the time a particular
offering of the Securities is made, a prospectus supplement will be distributed, which will set forth the name of the Selling Securityholders,
the aggregate amount of Securities being offered and the terms of the offering, including, to the extent required, (1) the name or
names of any underwriters, broker-dealers or agents, (2) any discounts, commissions and other terms constituting compensation from
the Selling Securityholders and (3) any discounts, commissions or concessions allowed or reallowed to be paid to broker-dealers.
We may suspend the sale of Securities by the Selling Securityholders pursuant to this prospectus for certain periods of time for certain
reasons, including if the prospectus is required to be supplemented or amended to include additional material information.
Under Rule 15c6-1 of the Exchange
Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly
agree otherwise. The accompanying prospectus supplement and/or any related free writing prospectus may provide that the original issue
date for your securities may be more than two scheduled business days after the trade date for your securities. Accordingly, in such a
case, if you wish to trade securities on any date prior to the second business day before the original issue date for your securities,
you will be required, by virtue of the fact that your securities initially are expected to settle more than two scheduled business days
after the trade date for your securities, to make alternative settlement arrangements to prevent a failed settlement.
The specific terms of any
lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement and/or any related free
writing prospectus.
The anticipated date of delivery
of offered securities will be set forth in the applicable prospectus supplement and/or any related free writing prospectus relating to
each offer.
The Selling Securityholders
will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There
can be no assurance that the Selling Securityholders will sell any or all of the securities under this prospectus. Further, we cannot
assure you that the Selling Securityholders will not transfer, distribute, devise or gift the Securities by other means not described
in this prospectus. In addition, any Securities covered by this prospectus that qualify for sale under Rule 144 of the Securities
Act may be sold under Rule 144 rather than under this prospectus. The Securities may be sold in some states only through registered
or licensed brokers or dealers. In addition, in some states the Securities may not be sold unless they have been registered or qualified
for sale or an exemption from registration or qualification is available and complied with.
The Selling Securityholders
and any other person participating in the sale of the Securities will be subject to the Exchange Act. The Exchange Act rules
include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the Securities by the Selling
Securityholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution
of the Securities to engage in market-making activities with respect to the particular Securities being distributed.
This may affect the marketability
of the Securities and the ability of any person or entity to engage in market-making activities with respect to the Securities.
The Selling Securityholders
may, from time to time, pledge or grant a security interest in some of our Ordinary Shares or FREYR Warrants owned by them and, if a selling
securityholder defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell such Ordinary
Shares or FREYR Warrants, as applicable, from time to time, under this prospectus, or under an amendment or supplement to this prospectus
amending the list of the Selling Securityholders to include the pledgee, transferee or other successors in interest as the Selling Securityholders
under this prospectus. The Selling Securityholders also may transfer Ordinary Shares or FREYR Warrants in other circumstances, in which
case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
With respect to those Securities
being registered pursuant to the Registration Rights Agreement, we have agreed to indemnify or provide contribution to the Selling Securityholders
and all of their officers, directors and control persons, as applicable, and certain underwriters effecting sales of the Securities against
certain liabilities, including certain liabilities under the Securities Act. The Selling Securityholders have agreed to indemnify us in
certain circumstances against certain liabilities, including certain liabilities under the Securities Act. Agents,
underwriters, dealers and other persons may be entitled under agreements which they may enter into with us to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act, and may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.
For additional information regarding expenses of
registration, see the section titled “Use of Proceeds” appearing elsewhere in this prospectus.
Exercise of Warrants
A holder of FREYR Public Warrants,
FREYR Private Warrants and FREYR Working Capital Warrants may exercise such FREYR Warrants in accordance with the amended and restated
warrant agreement on or before the expiration date set forth therein by surrendering, at the office of the warrant agent, Continental
Stock Transfer & Trust Company, the certificate evidencing such FREYR Warrant, with the form of election to purchase set forth
thereon, properly completed and duly executed, accompanied by full payment of the exercise price and any and all applicable taxes due
in connection with the exercise of the Warrant, subject to any applicable provisions relating to cashless exercises in accordance with
the amended and restated warrant agreement.
For additional information
regarding the exercise of terms of the FREYR Public Warrants, FREYR Private Warrants and FREYR Working Capital Warrants, as well as any
other warrants that may be issued pursuant to this prospectus, see the section titled “Description of Existing Warrants.”
LEGAL
MATTERS
The legality of the FREYR Ordinary
Shares and Preferred Shares offered hereby has been passed upon for FREYR by Arendt & Medernach SA.
The legality of the FREYR
Warrants, additional warrants issued under this Registration Statement, Rights, Purchase Units, and Debt Securities offered hereby under
New York law have been passed upon for FREYR by Skadden, Arps, Slate, Meagher & Flom (UK) LLP.
EXPERTS
The financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K for the year ended December 31, 2021 have been so incorporated in reliance on the report
of PricewaterhouseCoopers AS, an independent registered public accounting firm, given on the authority of said firm as experts in auditing
and accounting. PricewaterhouseCoopers AS is a member of Den norske Revisorforening.
ENFORCEMENT
OF CIVIL LIABILITIES
Luxembourg
FREYR is incorporated under
the laws of the Grand Duchy of Luxembourg with its registered and principal executive office in Luxembourg and, as a result, the rights
of the holders of FREYR Securities will be governed by Luxembourg law and the FREYR Articles. Following the Business Combination, FREYR
conducts its operations through subsidiaries. Certain of FREYR’s officers and a majority of FREYR’s directors reside outside
the United States, and most of the assets of our non-U.S. subsidiaries are located outside of the United States As a result, it could
be difficult or impossible for you to effect service of process on these individuals in the United States in the event that you believe
that your rights have been infringed under applicable securities laws or otherwise or to enforce in the United States judgments obtained
in U.S. courts against FREYR or those persons based on civil liability provisions of the U.S. securities laws. Courts in the
Grand Duchy of Luxembourg will not automatically recognize and enforce final judgments rendered in other jurisdictions, including the
United States, against FREYR or FREYR’s directors or officers under the securities laws of those jurisdictions.
According to Luxembourg case
law, a valid judgment (including in the field of securities law of such jurisdiction) obtained from a court of competent jurisdiction
in the United States of America or obtained in another jurisdiction (outside the Grand Duchy of Luxembourg) outside the scope of the regulation
(EU) No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement
of judgments in civil and commercial matters (recast) (the “Brussels Ibis Regulation”), the Convention of 30 October 2007
on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (the “Lugano Convention”)
or the Hague Convention of 30 June 2005 on choice of court agreements to which the Grand Duchy of Luxembourg is bound as a result of the
approval by the European Union (the “2005 Hague Convention”), against FREYR or FREYR’s directors or officers would be
recognized and enforced by the courts of the Grand Duchy of Luxembourg, without reconsideration of the merits, subject to the following
conditions:
| (a) | the judgment of the foreign court must be enforceable (exécutoire)
in the jurisdiction in which the judgment was rendered; |
| (b) | the foreign court must have had jurisdiction according to
the Luxembourg conflict of jurisdictions rules; |
| (c) | the foreign court must have applied to the matter submitted
to it the proper law designated by the Luxembourg conflict of laws rules (although some first instance decisions rendered in Luxembourg
— which have not been confirmed by the Court of Appeal — no longer apply this condition); |
| (d) | the judgment of the foreign court must not have been obtained
by fraud, but in compliance with the procedural rules of the jurisdiction in which the judgment was rendered, in particular, in compliance
with the rights of the defendant; |
| (e) | the judgment of the foreign court must not be contrary to
Luxembourg international public policy (ordre public international), which includes the fundamental concepts of Luxembourg Law
that the courts of Luxembourg may deem to be of such significance so as to exclude the recognition of any foreign judgement deemed to
be contrary in its results to those fundamental concepts. |
In case a valid judgement has
been obtained from a court of competent jurisdiction in a jurisdiction which is a party to the Brussels Ibis Regulation, the Lugano Convention
or the 2005 Hague Convention, such judgement would be recognised and enforced by the courts of the Grand Duchy of Luxembourg subject to
an in accordance with the provisions of the Brussels Ibis Regulation, the Lugano Convention or the 2005 Hague Convention, as the case
may be.
Actions in the Grand Duchy
Luxembourg against FREYR or FREYR’s directors or officers under the securities laws of other jurisdictions than the Grand Duchy
of Luxembourg may be brought in accordance with the conflict of jurisdiction rules set forth in the Brussels Ibis Regulation, the Lugano
Convention, the 2005 Hague Convention or Luxembourg conflict of jurisdiction rules, as the case may be, and subject to the conflict of
laws rules set forth in the regulation (EC) No 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable
to contractual obligations (Rome I) and regulation (EC) No 864/2007 of the European Parliament and of the Council of 11 July 2007 on the
law applicable to non-contractual obligations (Rome II).
Norway
Certain of FREYR’s directors
and officers reside outside of the United States and most of the assets of our non-U.S. subsidiaries are located outside of
the United States. As a result, it may be difficult for investors to effect service of process on FREYR or those persons in the United States
or to enforce in the United States judgments obtained in U.S. courts against us or those persons based on the civil liability
or other provisions of the U.S. securities laws or other laws.
In addition, the courts of
Norway cannot be expected to:
| ● | recognize or enforce judgments of U.S. courts obtained
against FREYR or its directors or officers predicated upon the civil liabilities provisions of the securities laws of the United States
or any state in the United States; or |
| ● | entertain original actions brought in Norway against FREYR
or its directors or officers predicated upon the securities laws of the United States or any state in the United States. |
There is currently no treaty
between (i) the United States and (ii) Norway providing for reciprocal recognition and enforcement of judgments of U.S. courts
in civil and commercial matters (although the United States and Norway are both parties to the New York Convention on the Recognition
and Enforcement of Foreign Arbitral Awards) and that a final judgment for the payment of money rendered by any general or state court
in the United States based on civil liability, whether or not predicated solely upon the United States securities laws, would
only be automatically enforceable in Norway, if and to the extent:
| ● | the relevant parties have agreed to such court’s jurisdiction
in writing and for a specific legal action or for legal actions that arise out of a particular legal relationship; and |
| ● | the judgment is not in conflict with Norwegian public policy
rules (ordre public) or internationally mandatory provisions. |
Whether these requirements
are met in respect of a judgment based upon the civil liability provisions of the United States securities laws, including whether
the award of monetary damages under such laws would constitute a penalty, is an issue for the court making such decision.
Subject to the foregoing, investors
may be able to enforce in Norway judgments in civil and commercial matters that have been obtained from U.S. federal or state courts.
Nevertheless, FREYR cannot assure you that those judgments will be recognized or enforceable in Norway. If a Norwegian court gives judgment
for the sum payable under a U.S. judgment, the Norwegian judgment will be enforceable by methods generally available for this purpose.
These methods generally permit the Norwegian court discretion to prescribe the manner of enforcement. In addition, it may not be possible
to obtain a Norwegian judgment or to enforce that judgment if the judgment debtor is or becomes subject to any insolvency or similar proceedings,
or if the judgment debtor has any set-off or counterclaim against the judgment creditor. Investors should also note that, in any enforcement
proceedings, the judgment debtor may raise any counterclaim that could have been brought if the action had been originally brought in
Norway. Norwegian law permits a judgment debt, even when denominated in a foreign currency, to be paid in NOK.
WHERE
YOU CAN FIND MORE INFORMATION
We have filed with the SEC
a registration statement on Form S-3 under the Securities Act with respect to our Securities offered by this prospectus. The registration
statement, including the attached exhibits and schedules, contains additional relevant information about us and our Securities. The rules
and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement. For further
information about us and the Securities, you should refer to the registration statement and the exhibits and schedules filed with the
registration statement. With respect to the statements contained in this prospectus regarding the contents of any agreement or any other
document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which
has been filed as an exhibit to the registration statement.
We are subject to the reporting
requirements of the Exchange Act, and its rules and regulations. The Exchange Act requires us to file reports and other information with
the SEC. The SEC maintains a web site that contains reports and other information regarding issuers that file electronically with the
SEC. These materials may be obtained electronically by accessing the SEC’s website at http://www.sec.gov.
We make available, free of
charge on our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to
these reports filed or furnished pursuant to Section 13(a), 14 or 15(d) of the Exchange Act, as soon as reasonably practicable after we
electronically file these documents with, or furnish them to, the SEC. These documents are also posted on our website at www.freyrbattery.com.
Any references in this prospectus to our website are inactive textual references only, and the information contained on or that can be
accessed through our website (except for the SEC filings expressly incorporated by reference herein) is not incorporated in, and is not
a part of, this prospectus.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus information we file with the SEC in other documents. This means that we can disclose important
information to you by referring to another document we filed with the SEC. The information relating to us contained in this prospectus
should be read together with the information in the documents incorporated by reference.
We incorporate by reference
the documents listed below that we have previously filed with the SEC (other than any document or portion of any document furnished or
deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K and Item 9.01 related thereto):
| ● | Annual
Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March
9, 2022; |
| ● | The
description of the Registrant’s Ordinary Shares and warrants contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on July 6, 2021 (File No. 001-40581), pursuant to Section 12(b) of
the Exchange Act, including any amendments or reports filed for the purpose of updating such description, including the description of
the Registrant’s Ordinary Shares and Warrants included as Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed with
the SEC on March 9, 2022; |
| ● | Quarterly
Reports on Form 10-Q for the quarter ended March 31, 2022 filed on May
11, 2022 and for the quarter ended June 30, 2022 filed on August
8, 2022; |
| ● | Current
Reports on Form 8-K, filed with the SEC on February
28, 2022, April 5, 2022,
May 11, 2022, May
13, 2022, May 20, 2022,
June 13, 2022, June
13, 2022, June 15, 2022,
June 29, 2022, August
1, 2022 and August 8, 2022,
in each case other than information furnished under Item 2.02 or 7.01 of Form 8-K. |
We are also incorporating
by reference all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior
to the termination of the offering (including those documents filed after the date of the initial registration statement and prior to
effectiveness of the registration statement), other than any document or portion of any document furnished or deemed furnished and not
filed in accordance with SEC rules, including Items 2.02 and 7.01 on Form 8-K and Item 9.01 related thereto.
The information incorporated
by reference is considered to be part of this prospectus, and information that we file later with the SEC and incorporate by reference
in this prospectus will automatically update and supersede this previously filed information, as applicable, including information in
previously filed documents or reports that have been incorporated by reference into this prospectus. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will provide, without charge, to each person, including any beneficial
owner, to whom a copy of this prospectus is delivered, upon written or oral request of such person, a copy of any or all of the documents
incorporated by reference in this prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated
by reference into such documents. Requests may be made by telephone at +352 46 61 11 3721, or by sending a written request to FREYR Battery,
22-24, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, Attention: Jeffery Spittel. Exhibits to any documents incorporated
by reference in this prospectus will not be sent, however, unless those exhibits have specifically been incorporated by reference into
such documents.
You should rely only on the
information incorporated by reference or provided in this prospectus or any supplement. We have not authorized anyone else to provide
you with different information. You should not assume that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of those documents or as of any earlier date as of which such information is given.
PART
II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses
of Issuance and Distribution.
The following table sets
forth the estimated expenses to be borne by the registrant in connection with the issuance and distribution of the securities being registered
hereby.
SEC registration fees | |
$ | 46,350 | |
FINRA filing fees | |
$ | * | |
Transfer agent, trustee and registrar fees | |
$ | * | |
Accounting fees and expenses | |
$ | * | |
Legal fees and expenses | |
$ | * | |
Financial printing and miscellaneous expenses | |
$ | * | |
Blue Sky fees and expenses | |
$ | * | |
Total | |
$ | * | |
* |
Fees and expenses (other than the SEC registration fee to be paid upon the filing of this registration statement) will depend on the number and nature of the offerings, and cannot be estimated at this time. An estimate of the aggregate expenses in connection with the issuance and distribution of securities being offered will be included in any applicable prospectus supplement. |
Item 15. Indemnification
of Directors and Officers.
FREYR’s
amended and restated articles of association provide for indemnification of its officers and directors to the maximum extent permitted
by law, including for any liability incurred in their capacities as such, except through their own actual fraud, or willful default.
FREYR
has obtained insurance on behalf of its directors and executive officers. We expect to enter into indemnification agreements with each
of our directors and executive officers, which will provide that we will indemnify each of our directors and such officers to the fullest
extent permitted by law.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Item 16. Exhibits and Financial
Statement Schedules.
Exhibit No. |
|
Description |
1.1 |
|
Form of Underwriting Agreement(a) |
2.1 |
|
Business Combination Agreement, dated as of January 29, 2021, by and among Alussa, FREYR Legacy, the Sponsor, FREYR Battery, Norway Merger Sub 1, Norway Merger Sub 2, Cayman Merger Sub, the Shareholder Representative and the Major Shareholders (incorporated by reference to Exhibit 2.1 to FREYR Battery’s Registration Statement on Form S-4 filed with the SEC on March 26, 2021) |
3.1 |
|
Consolidated Articles of Association of FREYR Battery as of November 26, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on December 16, 2021) |
4.1 |
|
Form of Indenture for debt securities between the registrant and the trustee to be named therein(b) |
4.2 |
|
Form of Debt Security(a) |
4.3 |
|
Specimen Preferred Stock Certificate and Form of Certificate of Designation, Preferences and Rights with respect to any series of Preferred Stock issued hereunder(a) |
4.4 |
|
Form of Warrant Agreement between Alussa, FREYR Battery and Continental Stock Transfer & Trust Company (including form of warrant certificate) (incorporated by reference to Exhibit 4.1 to FREYR Battery’s Registration Statement on Form S-4/A filed on May 27, 2021) |
4.5 |
|
Form of Registration Rights Agreement (incorporated by reference to Annex F of FREYR Battery’s Registration Statement on Form S-4 filed with the SEC on March 26, 2021) |
5.1 |
|
Opinion of Skadden, Arps, Slate, Meagher & Flom (UK) LLP(b) |
5.2 |
|
Opinion of Arendt & Medernach SA(b) |
23.1 |
|
Consent of PricewaterhouseCoopers AS(b) |
23.2 |
|
Consent of Skadden, Arps, Slate, Meagher & Flom (UK) LLP (included in Exhibit 5.1) (b) |
23.3 |
|
Consent of Arendt & Medernach SA (included in Exhibit 5.2) (b) |
24.1 |
|
Power of Attorney (incorporated by reference to the signature page hereto) (b) |
25.1 |
|
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended(a) |
107 |
|
Filing Fee Table(b) |
(a) |
To be filed by amendment to the registration statement or incorporated by reference from documents filed or to be filed with the SEC under the Securities Exchange Act of 1934, as amended. |
Item 17. Undertakings.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in
the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and |
| (iii) | To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any material change to such information in the registration
statement; |
Provided, however, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
| (2) | That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser: |
| (A) | Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included
in the registration statement; and |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to
be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
| (5) | That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: |
The undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating
to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned
registrant; and |
| (iv) | Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser. |
| (b) | The undersigned registrant hereby further undertakes: |
| (1) | That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. |
| (2) | Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy
as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
| (3) | To file an application
for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Act. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Oslo, Norway, on September 1, 2022.
|
FREYR
Battery |
|
|
|
|
By: |
/s/
Tom Einar Jensen |
|
Name: |
Tom
Einar Jensen |
|
Title: |
Chief
Executive Officer |
POWER
OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Tom Einar Jensen and Oscar K. Brown and each or any
one of them, his, her or their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him,
her or them and in his, her or their name, place and stead, in any and all capacities, to sign any and all amendments to this registration
statement, and to sign any registration statement relating to the offering covered by this registration statement and filed pursuant to
Rule 462 under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he, she or they
might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his, her or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the
dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Tom Einar Jensen |
|
Chief Executive Officer |
|
September 1, 2022 |
Tom Einar Jensen |
|
(Principal executive officer) |
|
|
|
|
|
|
|
/s/ Oscar K. Brown |
|
Chief Financial Officer |
|
September 1, 2022 |
Oscar K. Brown |
|
(Principal financial officer and principal |
|
|
|
|
accounting officer) |
|
|
|
|
|
|
|
/s/ Torstein Dale Sjøtveit |
|
Executive Chairman |
|
September
1, 2022 |
Torstein Dale Sjøtveit |
|
|
|
|
|
|
|
|
|
/s/ Peter Matrai |
|
Director |
|
September
1, 2022 |
Peter Matrai |
|
|
|
|
|
|
|
|
|
/s/ Olaug Svarva |
|
Director |
|
September
1, 2022 |
Olaug Svarva |
|
|
|
|
|
|
|
|
|
/s/ Daniel Barcelo |
|
Director |
|
September
1, 2022 |
Daniel Barcelo |
|
|
|
|
|
|
|
|
|
/s/ Jon Christian Thaulow |
|
Director |
|
September
1, 2022 |
Jon Christian Thaulow |
|
|
|
|
|
|
|
|
|
/s/ Monica Tiúba |
|
Director |
|
September
1, 2022 |
Monica Tiúba |
|
|
|
|
|
|
|
|
|
/s/ Jeremy Bezdek |
|
Director |
|
September 1, 2022 |
Jeremy Bezdek |
|
|
|
|
|
|
|
|
|
/s/ Mimi Berdal |
|
Director |
|
September 1, 2022 |
Mimi Berdal |
|
|
|
|
|
|
|
|
|
AUTHORIZED
REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act
of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of FREYR
Battery in the city of Edinburgh, Scotland on September 1, 2022.
|
By: |
/s/ Oscar K. Brown |
|
Name: |
Oscar K. Brown |
|
Title: |
Authorized Representative |
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