Freyr Battery Inc.

12/27/2024 | Press release | Distributed by Public on 12/27/2024 16:48

Initial Statement of Beneficial Ownership (Form 3)

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Encompass Capital Advisors LLC
2. Date of Event Requiring Statement (Month/Day/Year)
12/23/2024 		3. Issuer Name and Ticker or Trading Symbol
FREYR Battery, Inc. /DE/ [FREY]
(Last) (First) (Middle)
200 PARK AVENUE, 16TH FLOOR 		4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Remarks
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
NEW YORK, NY 10166 		6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock(1) 13,463,268 D(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(Month/Day/Year) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (3) 07/09/2026 Shares of Common Stock 355,465 $11.5 D(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Encompass Capital Advisors LLC
200 PARK AVENUE, 16TH FLOOR
NEW YORK, NY 10166 		X See Remarks

Signatures

/s/ Encompass Capital Advisors LLC, By: /s/ Todd J. Kantor, its Managing Member 12/27/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 3 is filed jointly by Encompass Capital Advisors LLC ("ECA") and Encompass Capital Partners LLC ("ECP" and, together with ECA, collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group. Each of the Reporting Persons disclaims beneficial ownership of the securities of the Issuer owned directly by other members of the Section 13(d) group and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Further, each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of its pecuniary interest therein.
(2) Represents shares of Common Stock and shares of Common Stock subject to exercisable warrants held by ECA. By virtue of its position as a general partner of certain investment partnerships managed by ECA, ECP may be deemed to have beneficial ownership of the securities identified above.
(3) Consists of warrants exercisable for shares of Common Stock. Each outstanding warrant became exercisable for one share of Common Stock within 60 days of July 9, 2021.

Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may each be deemed to be a director by deputization of the Issuer.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.