4/A//SEC Filing
Encompass Capital Advisors LLC 4/A
Accession 0000921895-24-003057
CIK 0001992243other
Filed
Dec 30, 7:00 PM ET
Accepted
Dec 31, 4:36 PM ET
Size
11.2 KB
Accession
0000921895-24-003057
Insider Transaction Report
Form 4/AAmended
Encompass Capital Advisors LLC
Director10% OwnerOther
Transactions
- Award
Convertible Preferred Stock
2024-12-23$10.00/sh+5,000,000$50,000,000→ 5,000,000 totalExercise: $2.50Exp: 2027-12-23→ Common Stock (20,000,000 underlying)
Kantor Todd J.
Director10% OwnerOther
Transactions
- Award
Convertible Preferred Stock
2024-12-23$10.00/sh+5,000,000$50,000,000→ 5,000,000 totalExercise: $2.50Exp: 2027-12-23→ Common Stock (20,000,000 underlying)
Encompass Capital Partners LLC
Director10% OwnerOther
Transactions
- Award
Convertible Preferred Stock
2024-12-23$10.00/sh+5,000,000$50,000,000→ 5,000,000 totalExercise: $2.50Exp: 2027-12-23→ Common Stock (20,000,000 underlying)
Footnotes (2)
- [F1]This Form 4/A 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.
Documents
Issuer
FREYR Battery, Inc. /DE/
CIK 0001992243
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001541901
Filing Metadata
- Form type
- 4/A
- Filed
- Dec 30, 7:00 PM ET
- Accepted
- Dec 31, 4:36 PM ET
- Size
- 11.2 KB