<SEC-DOCUMENT>0000950170-25-003141.txt : 20250107
<SEC-HEADER>0000950170-25-003141.hdr.sgml : 20250107
<ACCEPTANCE-DATETIME>20250107192434
ACCESSION NUMBER:		0000950170-25-003141
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250107
DATE AS OF CHANGE:		20250107

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FREYR Battery, Inc. /DE/
		CENTRAL INDEX KEY:			0001992243
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS & ACCESSORIES [3670]
		ORGANIZATION NAME:           	04 Manufacturing
		IRS NUMBER:				933205861
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-94349
		FILM NUMBER:		25516207

	BUSINESS ADDRESS:	
		STREET 1:		6&8 EAST COURT SQUARE
		STREET 2:		SUITE 300
		CITY:			NEWNAN
		STATE:			GA
		ZIP:			30263
		BUSINESS PHONE:		678-632-3112

	MAIL ADDRESS:	
		STREET 1:		6&8 EAST COURT SQUARE
		STREET 2:		SUITE 300
		CITY:			NEWNAN
		STATE:			GA
		ZIP:			30263

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Wood River Capital, LLC
		CENTRAL INDEX KEY:			0001888978
		ORGANIZATION NAME:           	
		IRS NUMBER:				872645453
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		4111 E. 37TH STREET N
		CITY:			WICHITA
		STATE:			KS
		ZIP:			67220
		BUSINESS PHONE:		316-828-8310

	MAIL ADDRESS:	
		STREET 1:		4111 E. 37TH STREET N
		CITY:			WICHITA
		STATE:			KS
		ZIP:			67220
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
<XML>
<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:xsd="http://www.w3.org/2001/XMLSchema" xmlns:xsi="http://www.w3.org/2001/XMLSchema-instance">
<headerData>
<submissionType>SCHEDULE 13D/A</submissionType>
<previousAccessionNumber>0000950170-24-141714</previousAccessionNumber>
<filerInfo>
<filer>
<filerCredentials>
<cik>0001888978</cik>
<ccc>XXXXXXXX</ccc>
</filerCredentials>
</filer>
<liveTestFlag>LIVE</liveTestFlag>
</filerInfo>
</headerData>
<formData>
<coverPageHeader>
<amendmentNo>1</amendmentNo>
<securitiesClassTitle>Common Stock, $0.01 par value</securitiesClassTitle>
<dateOfEvent>01/03/2025</dateOfEvent>
<previouslyFiledFlag>false</previouslyFiledFlag>
<issuerInfo>
<issuerCIK>0001992243</issuerCIK>
<issuerCUSIP>35834F104</issuerCUSIP>
<issuerName>FREYR Battery, Inc.</issuerName>
<address>
<street1 xmlns="http://www.sec.gov/edgar/common">6&amp;8 East Court Square, Suite 300</street1>
<city xmlns="http://www.sec.gov/edgar/common">Newnan</city>
<stateOrCountry xmlns="http://www.sec.gov/edgar/common">GA</stateOrCountry>
<zipCode xmlns="http://www.sec.gov/edgar/common">30263</zipCode>
</address>
</issuerInfo>
<authorizedPersons>
<notificationInfo>
<personName>Koch, Inc. </personName>
<personPhoneNum>(316) 828-8310</personPhoneNum>
<personAddress>
<street1 xmlns="http://www.sec.gov/edgar/common">Attn: Raffaele G. Fazio</street1>
<street2 xmlns="http://www.sec.gov/edgar/common"> 4111 East 37th Street North</street2>
<city xmlns="http://www.sec.gov/edgar/common">Wichita</city>
<stateOrCountry xmlns="http://www.sec.gov/edgar/common">KS</stateOrCountry>
<zipCode xmlns="http://www.sec.gov/edgar/common">67220</zipCode>
</personAddress>
</notificationInfo>
</authorizedPersons>
</coverPageHeader>
<reportingPersons>
<reportingPersonInfo>
<reportingPersonCIK>0001888978</reportingPersonCIK>
<reportingPersonNoCIK>N</reportingPersonNoCIK>
<reportingPersonName>Wood River Capital, LLC</reportingPersonName>
<fundType>AF</fundType>
<legalProceedings>N</legalProceedings>
<citizenshipOrOrganization>DE</citizenshipOrOrganization>
<soleVotingPower>7167835</soleVotingPower>
<sharedVotingPower>0</sharedVotingPower>
<soleDispositivePower>7167835</soleDispositivePower>
<sharedDispositivePower>0</sharedDispositivePower>
<aggregateAmountOwned>7167835</aggregateAmountOwned>
<isAggregateExcludeShares>N</isAggregateExcludeShares>
<percentOfClass>4.6</percentOfClass>
<typeOfReportingPerson>OO</typeOfReportingPerson>
<commentContent>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.</commentContent>
</reportingPersonInfo>
<reportingPersonInfo>
<reportingPersonCIK>0002027344</reportingPersonCIK>
<reportingPersonNoCIK>N</reportingPersonNoCIK>
<reportingPersonName>Koch, Inc.</reportingPersonName>
<fundType>AF</fundType>
<legalProceedings>N</legalProceedings>
<citizenshipOrOrganization>KS</citizenshipOrOrganization>
<soleVotingPower>7167835</soleVotingPower>
<sharedVotingPower>0</sharedVotingPower>
<soleDispositivePower>7167835</soleDispositivePower>
<sharedDispositivePower>0</sharedDispositivePower>
<aggregateAmountOwned>7167835</aggregateAmountOwned>
<isAggregateExcludeShares>N</isAggregateExcludeShares>
<percentOfClass>4.6</percentOfClass>
<typeOfReportingPerson>CO</typeOfReportingPerson>
<commentContent>The amounts reported in rows 7, 9 and 11 in the table above represent 7,167,835 Public Shares held by Wood River Capital, LLC ("Wood River"). These securities may be deemed to be beneficially owned by Koch, Inc. by virtue of Koch, Inc.'s indirect beneficial ownership of Wood 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 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.</commentContent>
</reportingPersonInfo>
</reportingPersons>
<items1To7>
<item1>
<securityTitle>Common Stock, $0.01 par value</securityTitle>
<issuerName>FREYR Battery, Inc.</issuerName>
<issuerPrincipalAddress>
<street1 xmlns="http://www.sec.gov/edgar/common">6&amp;8 East Court Square, Suite 300</street1>
<city xmlns="http://www.sec.gov/edgar/common">Newnan</city>
<stateOrCountry xmlns="http://www.sec.gov/edgar/common">GA</stateOrCountry>
<zipCode xmlns="http://www.sec.gov/edgar/common">30263</zipCode>
</issuerPrincipalAddress>
<commentText>EXPLANATORY NOTE - This Schedule 13D is intended to serve as Amendment No. 5 to the Statement on Schedule 13D (this "Amendment No. 5") 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 further amended by Amendment No. 4 thereto filed on December 31, 2024 (as so amended, the "Initial Schedule 13D", and as further amended by this Amendment No. 5, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Initial Schedule 13D. Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings herein as are ascribed to such terms in the Initial Schedule 13D. This Amendment No. 5 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"). 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.</commentText>
</item1>
<item5>
<percentageOfClassSecurities>Item 5(a) of the Initial Schedule 13D is amended as follows: As of the date hereof, the Reporting Persons hold 7,167,835 Public Shares, representing approximately 4.60% 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.</percentageOfClassSecurities>
<numberOfShares>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 7,167,835 Public Shares reported in the Schedule 13D.</numberOfShares>
<transactionDesc>Item 5(c) of the Initial Schedule 13D is amended as follows: Except as set forth in this Schedule 13D Amendment, 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. 5. 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, the Reporting Persons solid 60,329 Public Shares at a weighted average price per share of $2.58. On January 2, 2025, the Reporting Persons sold 800,000 Public Shares at a weighted average price per share of $2.74. On January 3, 2025, the Reporting Persons sold 800,000 Public Shares at a weighted average price per share of $2.86. On January 6, 2025, the Reporting Persons sold 221,836 Public Shares at a weighted average price per share of $2.66. 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.</transactionDesc>
<listOfShareholders>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.</listOfShareholders>
<date5PercentOwnership>As of January 3, 2025, the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Public Shares. Accordingly, the filing of this Amendment No. 5 represents the final amendment to the Schedule 13D for the Reporting Persons and constitutes an exit filing for each Reporting Person.</date5PercentOwnership>
</item5>
</items1To7>
<signatureInfo>
<signaturePerson>
<signatureReportingPerson>Wood River Capital, LLC</signatureReportingPerson>
<signatureDetails>
<signature>Raffaele G. Fazio</signature>
<title>Vice President and Secretary</title>
<date>01/07/2025</date>
</signatureDetails>
</signaturePerson>
<signaturePerson>
<signatureReportingPerson>Koch, Inc.</signatureReportingPerson>
<signatureDetails>
<signature>Raffaele G. Fazio</signature>
<title>Assistant Secretary</title>
<date>01/07/2025</date>
</signatureDetails>
</signaturePerson>
</signatureInfo>
</formData>
</edgarSubmission>
</XML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
