| 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 | 44.8K | $3.51 | Direct | F1, F2, F3 | ||||||
| holding | FREY | Stock Options (right to buy) | Dec 31, 2023 | Shares of Common Stock | 100K | $10.00 | Direct | F2, F3, F4 | ||||||
| holding | FREY | Stock Options (right to buy) | Dec 31, 2023 | Shares of Common Stock | 1.19K | $10.00 | Direct | F2, F3, F5 | ||||||
| holding | FREY | Stock Options (right to buy) | Dec 31, 2023 | Shares of Common Stock | 41.2K | $8.47 | Direct | F2, F3, F6 | ||||||
| holding | FREY | Stock Options (right to buy) | Dec 31, 2023 | Shares of Common Stock | 1.08K | $12.95 | Direct | F2, F3, F7 | ||||||
| holding | FREY | Stock Options (right to buy) | Dec 31, 2023 | Shares of Common Stock | 41.9K | $7.55 | Direct | F2, F3, F8 | ||||||
| holding | FREY | Warrants | Dec 31, 2023 | Shares of Common Stock | 50K | $11.50 | Direct | F9, F10 |
| Id | Content |
|---|---|
| F1 | Consists of compensatory options granted on January 4, 2021 pursuant to the FREYR Legacy LTIP (as defined herein). All of the shares subject to compensatory options vested on July 9, 2021. In connection with the Business Combination (as defined herein), each issued and outstanding option of FREYR Legacy (as defined herein) was exchanged for the holder thereof to receive options of the Predecessor Registrant (as defined herein) based on a predetermined exchange ratio. Following the Redomiciliation (as defined herein), such options were assumed by the issuer and converted to a corresponding equity award with respect to shares of Common Stock (as defined herein). |
| F2 | 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 (the "Redomiciliation"), 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 2019 Incentive Stock Option Plan of FREYR AS, a private limited liability company organized under the laws of Norway and the predecessor entity to the Predecessor Registrant ("FREYR Legacy"), as issued on September 11, 2019 (the "FREYR Legacy LTIP") and the FREYR 2021 Equity Incentive Plan (continued on footnote 3) |
| F3 | (continued from footnote 2) (amended and restated as of May 10, 2023) (the "FREYR 2021 LTIP") , 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 ("Ordinary Shares") other than receipt of a corresponding equity or equity-based award with respect to Common Stock. |
| F4 | Consists of compensatory options which vest annually over three years granted on September 1, 2021 pursuant to the FREYR 2021 LTIP. One-third (1/3) of the shares subject to compensatory options vested on July 9, 2022. One-third (1/3) of the shares subject to compensatory options vested on July 9, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on July 9, 2024. Options are typically forfeited when the employment relationship ends for employees. |
| F5 | Consists of compensatory options which vest annually over three years granted on July 9, 2021 pursuant to the FREYR 2021 LTIP. One-third (1/3) of the shares subject to compensatory options vested on July 9, 2022. One-third (1/3) of the shares subject to compensatory options vested on July 9, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on July 9, 2024. Options are typically forfeited when the employment relationship ends for employees. |
| F6 | Consists of compensatory options which vest annually over three years granted on June 9, 2022 pursuant to the FREYR 2021 LTIP. One-third (1/3) of the shares subject to compensatory options vested on June 9, 2023. One-third (1/3) of the shares subject to compensatory options shall vest on June 9, 2024. One-third (1/3) of the shares subject to compensatory options shall vest on June 9, 2025. Options are typically forfeited when the employment relationship ends for employees. |
| F7 | Consists of compensatory options which vest annually over three years granted on September 7, 2022 pursuant to the FREYR 2021 LTIP. 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. 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. |
| F8 | 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. |
| F9 | On July 9, 2021 (the "Closing Date"), Alussa Energy Acquisition Corp. ("Alussa"), Alussa Energy Sponsor LLC (the "Sponsor"), the Predecessor Registrant and certain other parties consummated a merger pursuant to that certain business combination agreement dated January 29, 2021 (the "Business Combination"). Following the Closing Date, the Sponsor transferred 50,000 warrants (such warrants were originally issued by Alussa in a private placement at the time of Alussa's initial public offering and subsequently exchanged for an equivalent number of warrants of the Predecessor Registrant during the Business Combination) to the reporting person. After the Business Combination, each of these warrants was exercisable for one Ordinary Share within 60 days of the Closing Date. (continued on footnote 10) |
| F10 | (continued from footnote 9) Following the Redomiciliation, each outstanding warrant of the Predecessor Registrant exercisable for one Ordinary Share at an exercise price of $11.50 became exercisable for one Common Stock and the issuer assumed the Predecessor Registrant's rights and obligations thereto, on the same terms as those that governed the warrants immediately before the Redomiciliation. |
Exhibit List Exhibit 24.1 - Power of Attorney