UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
(Exact name of registrant as specified in its charter)
22-24, Boulevard Royal, L-2449 Luxembourg
Grand Duchy of Luxembourg
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ordinary Shares, without nominal value
Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price
of $11.50
(Title of each class of securities covered by this Form)
None.
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
Rule
12g-4(a)(1)
☒
Rule 12g-4(a)(2)
☐
Rule 12h-3(b)(1)(i)
☒
Rule
12h-3(b)(1)(ii)
☐
Rule 15d-6
☐
Rule 15d-22(b)
☐
Approximate
number of holders of record as of the certification or notice date: 0* (Ordinary Shares); 0* (Warrants)
* On December 31, 2023, FREYR Battery, a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“FREYR”), completed its previously announced process to redomicile from Luxembourg to the United States pursuant to the Agreement and Plan of Merger, dated as of October 13, 2023 (the “Merger Agreement”) and the Common Draft Terms of Cross-Border Merger (projet commun de fusion transfrontalière) (the “Common Draft Terms of Cross-Border
Merger”), by and between FREYR and FREYR Battery, Inc., a Delaware corporation (the “Company”). The Merger Agreement and Common Draft Terms of Cross-Border Merger provided for the merger (the “Merger”) of FREYR with and into the Company, with the Company surviving the Merger.
As a result of the Merger, the Company became the successor issuer to FREYR. The Merger was approved by the requisite majority of the shareholders of FREYR at its Extraordinary General Meeting of Shareholders held on December
15, 2023. In connection with the completion of the Merger, (i) each of the issued and outstanding FREYR ordinary shares (the “Ordinary Shares”) immediately prior to the effective time of the Merger (the “Effective Time”), will automatically be cancelled and the Company will issue as consideration therefor new duly authorized, validly issued, fully paid and non-assessable common stock of the Company (the “Common Stock”) to the shareholders of FREYR on a one-to-one basis, in each case without interest and net of any applicable withholding taxes, (ii) each public and private warrant of FREYR issued and outstanding exercisable for one (1) FREYR Ordinary Share will become exercisable for one (1) Common Stock of the
Company and the Company will assume FREYR’s rights and obligations thereto, in accordance with the terms of the second amendment to the warrant agreement dated December 31, 2023 among the Company, FREYR, Alussa Energy Acquisition Corp. (“Alussa”) and Continental Stock Transfer & Trust Company (“CST”) (“Amendment No. 2 to the Warrant Agreement”), which constitutes an amendment to that certain warrant agreement, dated as of November 25, 2019, by and between Alussa and CST, as amended by amendment no. 1 to such warrant agreement, dated as of July 7, 2021, by and among FREYR, Alussa and CST, (iii) each warrant of FREYR held
by EDGE Global LLC issued and outstanding will become exercisable for one (1) Common Stock of the Company on the same terms as those that governed these warrants immediately prior to the Merger and (iv) all Ordinary Shares issued and outstanding that are held in treasury by FREYR immediately prior to the Effective Time will be cancelled by virtue of and simultaneously with the Merger and said treasury shares will cease to exist.
Pursuant
to the requirements of the Securities Exchange Act of 1934, FREYR Battery has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
