SEC Comment Letter 0000000000-23-011375 to T1 Energy Inc. (TE)
T1 Energy Inc.
Date: Oct. 17, 2023 · CIK: 0001992243 · Accession: 0000000000-23-011375
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274434
Letter
United States securities and exchange commission logo October 17, 2023 Oscar K. Brown Principal Financial Officer FREYR Battery, Inc. 1209 Orange Street Wilmington, Delaware 19801 Re:FREYR Battery, Inc. Amendment No. 1 Registration Statement on Form S-4 Filed on October 13, 2023 File No. 333-274434 Dear Oscar K. Brown: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our September 29, 2023 letter. Form S-4/A Risk Factors The FREYR Delaware Amended and Restated Certificate of Incorporation and Bylaws will designate the Court of Chancery..., page 22 1.We note that your forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and
FirstName LastNameOscar K. Brown Comapany NameFREYR Battery, Inc. October 17, 2023 Page 2 FirstName LastName Oscar K. Brown FREYR Battery, Inc. October 17, 2023 Page 2 regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act. 2.Please ensure that your disclosure is consistent with the scope of the provisions in your Amended and Restated Certificate of Incorporation and Bylaws. Please contact Jenny O'Shanick at 202-551-8005 or Asia Timmons-Pierce at 202-551- 3754 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Denis Klimentchenko
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United States securities and exchange commission logo
October 17, 2023
Oscar K. Brown
Principal Financial Officer
FREYR Battery, Inc.
1209 Orange Street
Wilmington, Delaware 19801
Re:FREYR Battery, Inc.
Amendment No. 1
Registration Statement on Form S-4
Filed on October 13, 2023
File No. 333-274434
Dear Oscar K. Brown:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our September 29, 2023 letter.
Form S-4/A
Risk Factors
The FREYR Delaware Amended and Restated Certificate of Incorporation and Bylaws will
designate the Court of Chancery..., page 22
1.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision applies to actions arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or
liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce any duty or liability created by the Securities Act or the rules and
FirstName LastNameOscar K. Brown
Comapany NameFREYR Battery, Inc.
October 17, 2023 Page 2
FirstName LastName
Oscar K. Brown
FREYR Battery, Inc.
October 17, 2023
Page 2
regulations thereunder. If the provision applies to Securities Act claims, please also revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and that investors cannot waive compliance with the federal securities laws and
the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in the governing documents states this clearly, or tell us how you will inform
investors in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act.
2.Please ensure that your disclosure is consistent with the scope of the provisions in
your Amended and Restated Certificate of Incorporation and Bylaws.
Please contact Jenny O'Shanick at 202-551-8005 or Asia Timmons-Pierce at 202-551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Denis Klimentchenko