Encompass Capital Advisors Files 13D on FREYR Battery

TL;DR

**FREYR Battery:** Encompass Capital Advisors just filed a 13D, watch this space.

AI Summary

Encompass Capital Advisors LLC, managed by Todd J. Kantor, has filed a Schedule 13D, indicating a change in their beneficial ownership of FREYR Battery, Inc. as of April 18, 2024. The filing details their holdings and intentions regarding the company's common stock.

Why It Matters

This filing signals a significant stakeholder's updated position and potential influence on FREYR Battery's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing potential volatility.

Key Players & Entities

• Encompass Capital Advisors LLC (company) — Filing entity
• Todd J. Kantor (person) — Authorized person for notices
• FREYR Battery, Inc. (company) — Subject company

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $101,357,538 — d the 355,465 warrants is approximately $101,357,538. CUSIP No. 35834F104 Beneficial owner

Filing Documents

• e663534_sc13d-eca.htm (SC 13D) — 117KB
• e663534_ex99-1.htm (EX-99.1) — 5KB
• 0001193805-24-000548.txt ( ) — 123KB

Security and Issuer

Item 1. Security and Issuer . This statement relates to the Common Stock, $0.01 par value (the “Shares”), of FREYR Battery, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 6&8 East Court Square, Suite 300, Newnan, Georgia 30263.

Identity and Background

Item 2. Identity and Background . (a) This statement is filed by: (i) Encompass Capital Advisors LLC (“ECA”), as an investment manager; (ii) Encompass Capital Partners LLC (“ECP”), as the general partner of certain investment partnerships; and (iii) Todd J. Kantor (“Mr. Kantor”), in his individual capacity and as the managing member of each of ECA and ECP. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. (b) The business address of ECA is 200 Park Avenue, 16 th Floor, New York, New York 10166. The business address of each of ECP and Mr. Kantor is c/o Encompass Capital Advisors LLC, 200 Park Avenue, 16 th Floor, New York, New York 10166. (c) The principal business of ECA is serving as an investment manager. The principal business of ECP is serving as the general partner of certain investment partnerships. The principal occupation of Mr. Kantor is serving as the managing member of each of ECA and ECP. (d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of ECA and ECP are Delaware limited liability companies. Mr. Kantor is a citizen of the United States of America.

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration. The Shares and warrants exercisable into Shares beneficially owned as reported herein were purchased with investment capital in open market purchases and private transactions. The aggregate purchase price of the 13,463,268 Shares and the 355,465 warrants is approximately $101,357,538. CUSIP No. 35834F104 Beneficial ownership of certain Shares was acquired upon the exchange of certain preferred stock in connection with the merger of FREYR AS with Alussa Energy Acquisition Corp. that closed on July 9, 2021.

Purpose of Transaction

Item 4. Purpose of Transaction . Effective April 18, 2024, Mr. Kantor was appointed to the Issuer’s Board of Directors. The Reporting Persons acquired the securities of the Issuer based on the Reporting Persons’ belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase, decrease or hedge their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, including through swaps and other derivative instruments, on such terms and at such times as the Reporting Person may deem advisable. The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, and the Issuer’s Board of Directors’ requests of Mr. Kantor, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving th

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Items 5(a) – (c) are hereby to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 139,705,234 shares of Common Stock outstanding, which is the total number of Shares outstanding as of February 23, 2024, as reported in the Issuer’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on February 29, 2024. The ownership of each Reporting Person in this Item 5 includes the Shares issuable upon the exercise of warrants that are exercisable within 60 days. 1. ECA (a) Amount beneficially owned: 13,818,733 Shares Percentage: Approximately 9.9% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 13,818,733 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 13,818,733 CUSIP No. 35834F104 (c) ECA has not entered into any transactions in Shares during the past sixty days. 2. ECP (a) Amount beneficially owned: 9,599,716 Shares Percentage: Approximately 6.9% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 9,599,716 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 9,599,716 (c) ECP has not entered into any transactions in Shares during the past sixty days. 3. Mr. Kantor (a) Amount beneficially owned: 13,818,733 Shares Percentage: Approximately 9.9% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 13,818,733 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 13,818,733 (c) Mr. Kantor has not entered into any transactions in Shares during the past sixty days. Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Economic exposure to the Shares is also held through certain cash-settled total return swap agreements with Morgan Stanley Capital Services LLC (“MSCS”) as the counterparty (the “Swap Agreements”). The swaps with MSCS constitute economic exposure to an aggregate of 10,060,113 notional Shares, which includes exposure to 9,236,836 warrants that are exercisable into Shares, of which (i) 48,863 notional Shares and 626,541 warrants that are exercisable into Shares that have a maturity date of November 19, 2024, (ii) 376,814 notional Shares and 3,580,666 warrants that are exercisable into Shares that have a maturity date of April 1, 2025, (iii) 115,474 notional Shares and 1,308,321 warrants that are exercisable into Shares that have a maturity date of September 24, 2025, and (iv) 282,126 notional Shares and 3,721,308 warrants that are exercisable into Shares that have a maturity date of January 22, 2026. The Swap Agreements provide economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the Shares that are the subject of the Swap Agreements (such shares, the “Subject Shares”). Taking into account the CUSIP No. 35834F104 In addition, the Reporting Persons have an aggregate economic interest in Shares beneficially owned by Alussa Energy Sponsor LLC. However, the Reporting Persons do not have voting power or dispositive power over such Shares beneficially owned by Alussa Energy Sponsor LLC. The Reporting Persons disclaim the formation of a group with Alussa Energy Sponsor LLC and of any shared beneficial ownership of the Shares. On Ap

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits . 99.1 Joint Filing Agreement by and among the Reporting Persons, dated April 22, 2024. CUSIP No. 35834F104

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 22, 2024 ENCOMPASS CAPITAL ADVISORS LLC By: /s/ Todd J. Kantor Name: Todd J. Kantor Title: Managing Member ENCOMPASS CAPITAL PARTNERS LLC By: /s/ Todd J. Kantor Name: Todd J. Kantor Title: Managing Member /s/ Todd J. Kantor TODD J. KANTOR

View Full Filing

View this SC 13D filing on SEC EDGAR