4/A: Encompass Capital Advisors Amends Filing on FREYR Battery, Inc. Holdings

Encompass Capital Advisors files an amended statement regarding changes in beneficial ownership of FREYR Battery, Inc., securities, including convertible preferred stock.

Summary

• Encompass Capital Advisors LLC, Todd J. Kantor, and Encompass Capital Partners LLC jointly filed an amended Form 4/A regarding their beneficial ownership in FREYR Battery, Inc.
• The amendment includes Encompass Capital Partners LLC as an official Reporting Person.
• The reporting persons may be deemed directors by deputization of the Issuer.
• The transactions involve Series A Convertible Preferred Stock, which is convertible into common stock after December 23, 2025.
• The conversion price is initially $2.50, but may adjust to $1.79 under certain conditions related to the TUM 2 facility investment decision.
• The reporting persons disclaim beneficial ownership of securities owned by other members of the Section 13(d) group, except to the extent of their pecuniary interest.

Sentiment

Score: 6

Explanation: The document is a regulatory filing detailing transactions in FREYR Battery's securities. The sentiment is neutral as it primarily reports factual information about ownership changes and conversion terms.

Risks

• The conversion of preferred stock is limited to ensure the holder does not exceed 19.99% ownership of common stock.
• The conversion price adjustment is contingent on FREYR's investment decision regarding the TUM 2 facility, introducing uncertainty.

Future Outlook

The future outlook depends on FREYR's investment decision regarding the TUM 2 facility, which could impact the conversion price of the preferred stock.

Management Comments

• 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.

Industry Context

This filing reflects investment activity in the battery technology sector, specifically related to FREYR Battery, a company focused on developing and manufacturing battery cells.

Comparison to Industry Standards

• It's difficult to compare this specific filing to industry standards without knowing the exact investment strategy and terms compared to similar investments in the battery technology sector.
• However, convertible preferred stock is a common financing tool used in the industry, and the conversion terms (price, dates, and conditions) would be compared to similar deals involving companies like QuantumScape, Solid Power, or other battery manufacturers.

Stakeholder Impact

• Shareholders may be interested in the ownership changes and potential dilution from the conversion of preferred stock.
• The investment decision regarding the TUM 2 facility could impact the conversion price, affecting the value of the preferred stock.

Key Dates