SecProbe.io

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 T1 Energy Inc.

 1211 E 4 th Street

 Austin, Texas 78702

 VIA EDGAR

 December 9, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jennifer Angelini

 Re:
 T1 Energy Inc.

 Registration Statement on Form S-3 (the "Registration
Statement")

 File No. 333-291602

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
T1 Energy Inc. (the "Company") hereby requests acceleration of the effective date of the above referenced Registration Statement
to 5:00 p.m., Eastern Time, on December 11, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside
counsel, Skadden, Arps, Slate, Meagher & Flom (UK) LLP, request by telephone that such Registration Statement be declared effective.

 Please contact Denis Klimentchenko, of Skadden, Arps, Slate, Meagher
& Flom (UK) LLP, outside counsel to the Company, at +44 20 7519 7000, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/ Daniel Barcelo

 Name:
 Daniel Barcelo

 Title:
 Chief Executive Officer and Chairman of the Board of Directors

 cc:
 Denis Klimentchenko, Danny Tricot and Maria Protopapa

 Skadden, Arps, Slate, Meagher & Flom (UK) LLP

CORRESP
 1
 filename1.htm

 T1 Energy Inc.

 1211 E 4 th Street

 Austin, Texas 78702

 VIA EDGAR

 December 9, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jennifer Angelini

 Re:
 T1 Energy Inc.

 Registration Statement on Form S-3 (the "Registration
Statement")

 File No. 333-291601

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
T1 Energy Inc. (the "Company") hereby requests acceleration of the effective date of the above referenced Registration Statement
to 5:00 p.m., Eastern Time, on December 11, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside
counsel, Skadden, Arps, Slate, Meagher & Flom (UK) LLP, request by telephone that such Registration Statement be declared effective.

 Please contact Denis Klimentchenko, of Skadden, Arps, Slate, Meagher
& Flom (UK) LLP, outside counsel to the Company, at +44 20 7519 7000, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/ Daniel Barcelo

 Name:
 Daniel Barcelo

 Title:
 Chief Executive Officer and Chairman of the Board of Directors

 cc:
 Denis Klimentchenko, Danny Tricot and Maria Protopapa

 Skadden, Arps, Slate, Meagher & Flom (UK) LLP

CORRESP
 1
 filename1.htm

 T1 Energy Inc.

 1211 E 4 th Street

 Austin, Texas 78702

 VIA EDGAR

 September 18, 2025

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Erin Donahue

 Re: T1 Energy Inc.

 Registration
Statement on Form S-3 (the "Registration Statement")

 File
No. 333-290198

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
T1 Energy Inc. (the "Company") hereby requests acceleration of the effective date of the above referenced Registration Statement
to 4:30 p.m., Eastern Time, on September 22, 2025, or as soon thereafter as practicable, or at such other time as the Company or its outside
counsel, Skadden, Arps, Slate, Meagher & Flom (UK) LLP, request by telephone that such Registration Statement be declared effective.

 Please contact Denis Klimentchenko, of Skadden,
Arps, Slate, Meagher & Flom (UK) LLP, outside counsel to the Company, at +44 20 7519 7000, as soon as the Registration Statement
has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/ Daniel Barcelo

 Name:
 Daniel Barcelo

 Title:
 Chief Executive Officer and Chairman of the Board of Directors

 cc: Denis Klimentchenko, Danny Tricot and Maria Protopapa

 Skadden, Arps, Slate, Meagher & Flom (UK) LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 17, 2025

Daniel Barcelo
Chief Executive Officer
T1 Energy Inc.
1211 E 4th St.
Austin, Texas 78702

 Re: T1 Energy Inc.
 Registration Statement on Form S-3
 Filed September 11, 2025
 File No. 333-290198
Dear Daniel Barcelo:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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FREYR Battery, Inc.

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

VIA EDGAR

November 1, 2023

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jenny O’Shanick, Asia Timmons-Pierce

RE: FREYR Battery, Inc.

Registration Statement on Form S-4 (the “Registration Statement”)

File No. 333-274434

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, FREYR Battery, Inc. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on November 3, 2023, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Skadden, Arps, Slate, Meagher & Flom (UK) LLP, request by telephone that such Registration Statement be declared effective.

Please contact Denis Klimentchenko, of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, outside counsel to the Company, at +44 20 7519 7000, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

  /s/ Oscar Brown

 Name: Oscar Brown

 Title: Chairman of the Board of Directors (Principal Financial Officer and Principal Accounting Officer) FREYR Battery, Inc.

 cc: Denis Klimentchenko, Danny Tricot and Maria Protopapa

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

FREYR Battery | www.freyrbattery.com    1

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FREYR Battery, Inc.

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

October 31, 2023

VIA EDGAR

Jenny O’Shanick

Asia Timmons-Pierce

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE
Washington, D.C. 20549

RE: FREYR Battery

Amendment No. 2 to Registration Statement on Form S-4 Filed October 19, 2023

File No. 333-274434

Dear Sir or Madam:

This letter is submitted by FREYR Battery, Inc. (“FREYR Delaware” or the “Company”), in response to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated October 30, 2023 (the “Comment Letter”) with respect to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-274434) filed with the Commission on October 19, 2023 (the “Registration Statement”). Concurrently with the filing of this letter, the Company has filed Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”) through EDGAR.

For your convenience the text of the Staff’s comments in the Comment Letter is set forth in bold and italics below, followed immediately in each case by the Company’s response. All references in this letter to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment No. 3. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 3. The changes reflected in Amendment No. 3 include those made in response to the Staff’s comments as well as other updates.

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 the scope of forum selection provision in your Amended and Restated Certificate of Incorporation is not identical to the provision in your Amended and Restated Bylaws. We also note your disclosure that the forum selection provision in your Amended and Restated Certificate of Incorporation does not apply to establish the Court of Chancery of the State of Delaware as the forum for actions or proceedings brought to enforce a duty or liability created by the Exchange Act. Please ensure that the exclusive forum provision in your Amended and Restated Certificate of Incorporation 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 Exchange Act.

The Company advises the Staff that in future Exchange Act filings, it will include disclosure to confirm that the forum selection provision in FREYR Delaware’s Amended and Restated Certificate of Incorporation and Bylaws does not apply to establish the Court of Chancery of the State of Delaware as the forum for actions or proceedings brought to enforce a duty or liability created by the Securities Act or the 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.

In response to the Staff’s comment, the Company has amended its disclosure on page 22 of Amendment No. 3.

FREYR Battery | www.freyrbattery.com    1

*     *     *

Please contact Denis Klimentchenko at +44 20 7519-7000 or via email at denis.klimentchenko@skadden.com should you require further information.

Sincerely,

/s/ Oscar Brown

Oscar Brown

Chairman of the Board of Directors (Principal Financial Officer and Principal Accounting Officer)

FREYR Battery, Inc.

 cc: Denis Klimentchenko, Danny Tricot and Maria Protopapa

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

FREYR Battery | www.freyrbattery.com    2

United States securities and exchange commission logo
October 30, 2023
Oscar K. Brown
Principal Financial Officer
FREYR Battery, Inc.
1209 Orange Street
Wilmington, Delaware 19801
Re:FREYR Battery, Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed October 19, 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 October 17, 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 the scope of forum selection provision in your Amended and Restated
Certificate of Incorporation is not identical to the provision in your Amended and Restated
Bylaws. We also note your disclosure that the forum selection provision in your Amended
and Restated Certificate of Incorporation does not apply to establish the Court of
Chancery of the State of Delaware as the forum for actions or proceedings brought to
enforce a duty or liability created by the Exchange Act. Please ensure that the exclusive
forum provision in your Amended and Restated Certificate of Incorporation 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 Exchange Act.

 FirstName LastNameOscar K. Brown
 Comapany NameFREYR Battery, Inc.
 October 30, 2023 Page 2
 FirstName LastName
Oscar K. Brown
FREYR Battery, Inc.
October 30, 2023
Page 2
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

CORRESP
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FREYR Battery, Inc.

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

October 19, 2023

VIA EDGAR

Jenny O’Shanick

Asia Timmons-Pierce

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE
Washington, D.C. 20549

RE: FREYR Battery

Amendment No. 1 to Registration Statement on Form S-4 Filed October 13, 2023

File No. 333-274434

Dear Sir or Madam:

This letter is submitted by FREYR Battery, Inc. (“FREYR”, “FREYR Delaware” or the “Company”), in response to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated October 17, 2023 (the “Comment Letter”) with respect to Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-274434) filed with the Commission on October 13, 2023 (the “Registration Statement”). Concurrently with the filing of this letter, the Company has filed Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2”) through EDGAR.

For your convenience the text of the Staff’s comments in the Comment Letter is set forth in bold and italics below, followed immediately in each case by the Company’s response. All references in this letter to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment No. 2. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 2. The changes reflected in Amendment No. 2 include those made in response to the Staff’s comments as well as other updates.

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 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.

Comment: 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 regulations thereunder.

FREYR Battery | www.freyrbattery.com    1

The forum selection provision in the Company’s Amended and Restated Certificate of Incorporation and Bylaws does not apply to establish the Court of Chancery of the State of Delaware as the forum for actions or proceedings brought to enforce a duty or liability created by the Securities Act or the Exchange Act.  In response to the Staff’s comment, the Company has updated its disclosure on pages 22, 37, 83 and 88-89 of Amendment No. 2.

Comment: 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.

In response to the Staff’s comment, the Company has updated its disclosure on pages 22, 37 and 88 of Amendment No. 2.

Comment: 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.

The Company advises the Staff that Article IX of its Amended and Restated Bylaws and Article XII of its Amended and Restated Certificate of Incorporation already state that unless the Company gives an Alternative Forum Consent, the federal district of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

In response to the Staff’s comment, the Company has updated Article IX of its Amended and Restated Bylaws to reflect that unless the Company gives an Alternative Forum Consent, the federal district of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the 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.

In response to the Staff’s comment, the Company has supplemented its disclosure on pages 22, 37, 83 and 88-89 of Amendment No. 2.

*     *     *

Please contact Denis Klimentchenko at +44 20 7519-7000 or via email at denis.klimentchenko@skadden.com should you require further information.

Sincerely,

/s/ Oscar Brown

Oscar Brown

Chairman of the Board of Directors (Principal Financial Officer and Principal Accounting Officer)

FREYR Battery, Inc.

 cc: Denis Klimentchenko, Danny Tricot and Maria Protopapa

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

FREYR Battery | www.freyrbattery.com    2

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

CORRESP
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FREYR Battery, Inc.

c/o The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

October 13, 2023

VIA EDGAR

Jenny O’Shanick

Asia Timmons-Pierce

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE
Washington, D.C. 20549

RE: FREYR Battery

Registration Statement on Form S-4 Filed September 8, 2023

File No. 333-274434

Dear Sir or Madam:

This letter is submitted by FREYR Battery, Inc. (“FREYR”, “FREYR Delaware” or the “Company”), in response to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated September 29, 2023 (the “Comment Letter”) with respect to the Registration Statement on Form S-4 (File No. 333-274434) filed with the SEC on September 8, 2023 (the “Registration Statement”). Concurrently with the filing of this letter, the Company has filed Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment”) through EDGAR.

For your convenience the text of the Staff’s comments in the Comment Letter is set forth in bold and italics below, followed immediately in each case by the Company’s response. All references in this letter to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Amendment. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment. The changes reflected in the Amendment include those made in response to the Staff’s comments as well as other updates.

Signatures, page 91

1.We note that Mr. Brautaset has signed your registration statement in the capacity of chief executive officer. However, your disclosure states that Mr. Steen is your chief executive officer. Please advise or revise.

In response to the Staff’s comment, the Company advises the Staff that Mr. Steen is currently the Chief Executive Officer of the Company’s parent company, FREYR Battery, a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“FREYR Luxembourg”). At present, Mr. Brautaset is the Chief Executive Officer of FREYR Delaware. At the Effective Time and in connection with the Redomiciliation Transaction, FREYR Luxembourg and FREYR Delaware expect Mr. Brautaset to resign from his positions as Chief Executive Officer and Director of FREYR Delaware, with Mr. Steen succeeding Mr. Brautaset as Chief Executive Officer of FREYR Delaware, the surviving entity of the Merger. Prior to this time, we expect that Mr. Brautaset will serve as Chief Executive Officer of FREYR Delaware and will continue to sign filings with the SEC on the Company’s behalf, including the Amendment and any subsequent amendments to the Registration Statement.

General

2.Please revise the Legal Matters section to refer to your tax counsel’s opinion.

In response to the Staff’s comment, the Company has revised its disclosure in the Legal Matters section on page 92 of the Amendment.

*     *     *

FREYR Battery | www.freyrbattery.com    1

Please contact Denis Klimentchenko at +44 20 7519-7000 or via email at denis.klimentchenko@skadden.com should you require further information.

Sincerely,

/s/ Oscar Brown

Oscar Brown

Chairman of the Board of Directors (Principal Financial Officer and Principal Accounting Officer)

FREYR Battery, Inc.

 cc: Denis Klimentchenko, Danny Tricot and Maria Protopapa

Skadden, Arps, Slate, Meagher & Flom (UK) LLP

FREYR Battery | www.freyrbattery.com    2

United States securities and exchange commission logo
September 29, 2023
Oscar K. Brown
Principal Financial Officer
FREYR Battery, Inc.
1209 Orange Street
Wilmington, Delaware 19801
Re:FREYR Battery, Inc.
Registration Statement on Form S-4
Filed on September 8, 2023
File No. 333-274434
Dear Oscar K. Brown:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4
Signatures, page 91
1.We note that Mr. Brautaset has signed your registration statement in the capacity of chief
executive officer.  However, your disclosure states that Mr. Steen is your chief executive
officer.  Please advise or revise.
General
2.Please revise the Legal Matters section to refer to your tax counsel’s opinion.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameOscar K. Brown
 Comapany NameFREYR Battery, Inc.
 September 29, 2023 Page 2
 FirstName LastName
Oscar K. Brown
FREYR Battery, Inc.
September 29, 2023
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jenny O'Shanick at 202-551-8005 or Asia Timmons-Pierce at 202-551-
3754 with any questions
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Denis Klimentchenko