Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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FREYR Battery, Inc. (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
35834F104 (CUSIP Number) |
Koch, Inc. Attn: Raffaele G. Fazio, 4111 East 37th Street North Wichita, KS, 67220 (316) 828-5310 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/27/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 35834F104 |
| 1 |
Name of reporting person
Wood River Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,989,671.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.76 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage reflected in row 13 in the table above is calculated using 155,928,253 shares of common stock, par value $0.01 per share (the 'Public Shares'), of FREYR Battery, Inc. (the 'Issuer') comprising (i) 140,490,406 Public Shares outstanding as of November 8, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ( the 'SEC') on November 12, 2024, and (ii) an additional 15,437,847 Public Shares issued in connection with the transaction reported in the Issuer's Current Report on Form 8-K filed with the SEC on December 27, 2024.
SCHEDULE 13D
|
| CUSIP No. | 35834F104 |
| 1 |
Name of reporting person
Koch, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
KANSAS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,989,671.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.76 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The amounts reported in rows 7,9 and 11 in the table above represent 8,989,671 Public Shares held by Wood River Capital, LLC ('Woord River'). These securities may be deemed to be benefically owned by Koch, Inc. by virtue of Koch, Inc.'s indirect beneficail ownership of Woord River.The percentage reflected in row 13 in the table above is calculated using 155,928,253 Public Shares, of the Issuer) comprising (i) 140,490,406 Public Shares outstanding as of November 8, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ( the 'SEC') on November 12, 2024, and (ii) an additional 15,437,847 Public Shares issued in connection with the transaction reported in the Issuer's Current Report on Form 8-K filed with the SEC on December 27, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
FREYR Battery, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
6&8 East Court Square, Suite 300, Newnan,
GEORGIA
, 30263. | |
Item 1 Comment:
EXPLANATORY NOTE - This Schedule 13D is intended to serve as Amendment No. 4 to the Statement on Schedule 13D (this "Amendment No. 4") related to the common stock, par value $0.01 per share (the "Public Shares"), of FREYR Battery, Inc., a Delaware corporation (the "Issuer"), and amends the initial statement on Schedule 13D filed by certain of the Reporting Persons (as defined below) on July 19, 2021, as amended and restated by Amendment No. 3 thereto filed on August 5, 2024 (as amended and restated, the "Initial Schedule 13D", and as further amended by this Amendment No. 4, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Initial Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings herein as are ascribed to such terms in the Initial Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Initial Schedule 13D is amended and restated as follows: This Schedule 13D is jointly filed by Wood River Capital, LLC ("Wood River"), SCC Holdings, LLC ("SCC"), KIM, LLC ("KIM"), Koch Investments Group, LLC ("KIG"), Koch Investments Group Holdings, LLC ("KIGH"), Koch Companies, LLC ("KCLLC"), and Koch, Inc. (each a "Reporting Person," and collectively, the "Reporting Persons"). Wood River is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, KIGH is beneficially owned by KCLLC, and KCLLC is beneficially owned by Koch, Inc., in each case by means of ownership of all voting equity instruments.Koch, Inc., KCLLC, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Wood River by virtue of (i) Koch, Inc.'s beneficial ownership of KCLLC, (ii) KCLLC's beneficial ownership of KIGH, and (iii) KIGH's beneficial ownership of KIG, (iv) KIG's beneficial ownership of KIM, (v) KIM's beneficial ownership of SCC and (vi) SCC's beneficial ownership of Wood River. The information contained in the Schedule 13D shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, KCLLC, or Koch, Inc. is for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by the Schedule 13D.The information set forth in the amended and restated Schedule A, filed as Exhibit 1 to Amendment No. 4, regarding the directors, managers and executive officers of each Reporting Person as of the date of Amendment No. 4 is incorporated by reference in Item 2 and supersedes the previously filed Schedule A. | |
| (b) | Item 2(b) of the Initial Schedule 13D is amended and restated as follows: The addresses of the principal office and principal business of each Reporting Person is 4111 East 37th Street North, Wichita, Kansas 67220. The business address for each of the directors, managers and executive officers listed on Schedule A is c/o Koch, Inc., 4111 East 37th Street North, Wichita, Kansas 67220. | |
| (c) | Item 2(c) of the Initial Schedule 13D is amended and restated as follows: Wood River is principally engaged in the business of investing in other companies. SCC is principally engaged as a holding company for Wood River. KIM is principally engaged as a holding company for SCC. KIG is principally engaged as a holding company for KIM. KIGH is principally engaged as a holding company for KIG. KCLLC is principally engaged as a holding company for KIGH. Koch, Inc. owns a diverse group of companies involved in refining, chemicals and biofuels; forest and consumer products; fertilizers; polymers and fibers; process and pollution control systems; electronics, software and data analytics; minerals; glass; automotive components; commodity trading; and investments.Set forth on Schedule A is the present principal occupation or employment of each of the directors, managers and executive officers of each Reporting Person as of the date hereof and the . The name and address of any corporation or other organization in which each such director's, manager's or executive officer's employment is conducted is c/o Koch, Inc., 4111 East 37th Street North, Wichita, Kansas 67220. | |
| (d) | Item 2(d) of the Initial Schedule 13D is amended and restated as follows: During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A to the Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Item 2(e) of the Initial Schedule 13D is amended and restated as follows: During the last five years, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A to the Schedule 13D, has been a 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 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) | Item 2(f) of the Initial Schedule 13D is amended and restated as follows: Each of Wood River, SCC Holdings, KIM, KIG, KIGH and KCLLC is a Delaware limited liability company. Koch, Inc. is a privately-held Kansas corporation. All of the directors, managers and executive officers listed on Schedule A are citizens of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
N/A (see Initial Schedule 13D). | ||
| Item 4. | Purpose of Transaction | |
N/A (see Initial Schedule 13D). | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Initial Schedule 13D is amended as follows: As of the date hereof, the Reporting Persons hold 8,989,671 Public Shares, representing approximately 5.76% of the outstanding Public Shares. The percentage of the outstanding Public Shares held by the Reporting Persons is calculated using 155,928,253 Public Shares of the Issuer, comprising (i) 140,490,406 Public Shares outstanding as of November 8, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024, and (ii) an additional 15,437,847 Public Shares issued in connection with the transaction reported in the Issuer's Current Report on Form 8-K filed with the SEC on December 27, 2024. | |
| (b) | Item 5(b) of the Initial Schedule 13D is amended as follows: As of the date hereof, the Reporting Persons possess sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the 8,989,671 Public Shares reported in the Schedule 13D. | |
| (c) | Item 5(c) of the Initial Schedule 13D is amended as follows: Except as set forth in this Amendment No. 4, no transactions in the Public Shares were effected by the Reporting Persons, or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A hereto in the 60 days preceding the date of Amendment No. 4. On November 7, 2024, the Reporting Persons sold 31,660 Public Shares at a weighted average price per share of $2.36. On November 12, 2024, the Reporting Persons sold 16,860 Public Shares at a weighted average price per shaere of $2.36. On November 14, 2024, the Reporting Persons sold 571,616 Public Shares at a weighted average price per share of $2.37. On November 19, 2024, the Reporting Persons sold 207,412 Public Shares at a weighted average price per share of $2.36. On November 21, 2024, the Reporting Persons sold 522,452 Public Shares at a weighted average price per share of $2.45. On December 26, 2024, the Reporting Persons sold 50,000 Public Shares at a weighted average price per share of $3.01. On December 27, 2024, the Reporting Persons sold 450,000 Public Shares at a weighted average price per share of $2.97. On December 30, 2024, the Reporting Persons sold 600,000 Public Shares at a weighted average price per share of $2.72. On December 31, 2024, the Reporting Persons sold 60,329 Public Shares at a weighted average price per share of $2.58. The Reporting Persons undertake, upon request by the staff of the Securities and Exchange Commission, to provide full information regarding the number of Public Shares sold at each separate price. The transactions referenced in this Item 5(c) were conducted in the ordinary course of business on the open market for cash, and the purchase prices do not reflect brokerage commissions paid. | |
| (d) | Item 5(d) of the Initial Schedule 13D is amended as follows: Except as described herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Public Shares of the Issuer beneficially owned by the Reporting Persons as described in this Item 5. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Not applicable. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is supplemented by the filing of the following document:1) Schedule A (attached). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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