(FREY)

Role: Director, Other*
Signature: /s/ Encompass Capital Advisors LLC, By: /s/ Todd J. Kantor, its Managing Member
Stock symbol: FREY
Transactions as of: Dec 23, 2024
Transactions value $: $50,000,000
Form type: 4
Date filed: 12/27/2024, 05:52 PM

This filing has been restated, see here for the amended filing

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FREY	Convertible Preferred Stock	Award	$50M	+5M		$10.00	5M	Dec 23, 2024	Common Stock	20M	$2.50	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This Form 4 is filed jointly by Todd Kantor, Encompass Capital Advisors LLC ("ECA") and Encompass Capital Partners LLC ("ECP" and, together with Mr. Kantor and 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 his or its pecuniary interest therein.
F2	Each share of Series A Convertible Preferred Stock, par value $0.01 per share ("Preferred Stock") is convertible at any time after December 23, 2025 into a number of shares of common stock of the Issuer ("Common Stock") equal to the sum of the issue price ($10.00) plus any accrued but unpaid dividends divided by the conversion price (initially $2.50, but subject to adjustment to $1.79 in the event the Issuer elects not to issue the Second Tranche on the date that the Issuer proceeds with its final investment decision with respect to the TUM 2 facility, as defined in the certificate of designations of the Preferred Stock (the "Certificate")). The Certificate prohibits conversion to the extent that the holder would beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock.

Content

This Form 4 is filed jointly by Todd Kantor, Encompass Capital Advisors LLC ("ECA") and Encompass Capital Partners LLC ("ECP" and, together with Mr. Kantor and 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 his or its pecuniary interest therein.

Each share of Series A Convertible Preferred Stock, par value $0.01 per share ("Preferred Stock") is convertible at any time after December 23, 2025 into a number of shares of common stock of the Issuer ("Common Stock") equal to the sum of the issue price ($10.00) plus any accrued but unpaid dividends divided by the conversion price (initially $2.50, but subject to adjustment to $1.79 in the event the Issuer elects not to issue the Second Tranche on the date that the Issuer proceeds with its final investment decision with respect to the TUM 2 facility, as defined in the certificate of designations of the Preferred Stock (the "Certificate")). The Certificate prohibits conversion to the extent that the holder would beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock.

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.