| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | FREY | Shares of Common Stock | 1.2K | Dec 31, 2023 | By Self as owner of Beacon Group AS | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | FREY | Stock Options (right to buy) | Dec 31, 2023 | Shares of Common Stock | 101K | $12.95 | Direct | F3, F4, F5 | ||||||
| holding | FREY | Stock Options (right to buy) | Dec 31, 2023 | Shares of Common Stock | 54.8K | $7.55 | Direct | F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | As described in the issuer's registration statement on Form S-4 (File No. 333-274434) (the "Registration Statement"), following the redomiciliation of FREYR Battery, the issuer's predecessor registrant (the "Predecessor Registrant") from Luxembourg to the State of Delaware on December 31, 2023 (the "Redomiciliation") each of the issued and outstanding ordinary shares of the Predecessor Registrant ("Ordinary Shares") immediately prior to the Redomiciliation, were canceled and the issuer issued as consideration therefor new duly authorized, validly issued, fully paid and non-assessable common stock of the issuer, par value $0.01 per share (the "Common Stock"), to the shareholders of the Predecessor Registrant on a one-to-one basis. |
| F2 | Mr. Bentzen is the owner of Beacon Group AS ("Beacon Group") and disclaims beneficial ownership of the shares held by Beacon Group except to the extent of his pecuniary interest therein. |
| F3 | Consists of compensatory options which vest annually over three years granted on September 7, 2022 pursuant to the FREYR 2021 LTIP (as defined herein). One-third (1/3) of the shares subject to compensatory options vested on September 7, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on September 7, 2024, and one-third (1/3) of the shares subject to compensatory options shall vest on September 7, 2025. Options are typically forfeited when the employment relationship ends for employees. |
| F4 | As described in the issuer's registration statement on Form S-4 (File No. 333-274434), following the redomiciliation of FREYR Battery, the issuer's predecessor registrant (the "Predecessor Registrant") from Luxembourg to the State of Delaware on December 31, 2023, each right and obligation under the Predecessor Registrant's equity-based benefit and compensation plans and programs and agreements providing for the grant or award of restricted stock, stock units, stock options, warrants, stock appreciation rights, performance shares, performance units, dividend equivalent rights, and share awards, including the FREYR 2021 Equity Incentive Plan (amended and restated as of May 10, 2023) (the "FREYR 2021 LTIP"), (continued on footnote 5) |
| F5 | (continued from footnote 4) was assumed by the issuer and converted to a corresponding equity award with respect to shares of the issuer's common stock, par value $0.01 per share (the "Common Stock"), on a one-to-one basis and each equity or equity-based award granted under the Predecessor Registrant was canceled and the recipient had no right or interest in such award or any underlying ordinary shares of the Predecessor Registrant other than receipt of a corresponding equity or equity-based award with respect to Common Stock. |
| F6 | Consists of compensatory options which vest annually over three years granted on May 22, 2023 pursuant to the FREYR 2021 LTIP. One-third (1/3) of the shares subject to compensatory options shall vest on May 22, 2024. One-third (1/3) of the shares subject to compensatory options shall vest on May 22, 2025. One-third (1/3) of the shares subject to compensatory options shall vest on May 22, 2026. Options are typically forfeited when the employment relationship ends for employees. |
Exhibit List Exhibit 24.1 - Power of Attorney