SecProbe.io

CORRESP
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 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. 333-291602

 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
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filename1.htm

T1 Energy Inc.

1211 E 4th Street

Austin, Texas 78702

VIA EDGAR

September 25, 2025

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

Attention: Erin Donahue, Jennifer Angelini

Re: T1 Energy Inc.

Registration Statement on Form S-3 (the “Registration
Statement”)

File
No. 333-286455

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 26, 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
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T1 Energy Inc.

1211 E 4th Street

Austin, Texas 78702

September 23, 2025

VIA EDGAR

Erin Donahue

Jennifer Angelini

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:

    T1 Energy Inc.

    Amendment No. 3 to Registration Statement on Form S-3 Filed September
    19, 2025

    File No. 333-286455

Dear Sir or Madam:

This letter is submitted by T1 Energy Inc. (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 22, 2025 (the “Comment Letter”) with respect to Amendment No. 3 to the Registration
Statement on Form S-3 (File No. 333-286455) filed with the Commission on September 19, 2025 (“Amendment No. 3”). Concurrently
with the filing of this letter, the Company has filed Amendment No. 4 to the Registration Statement on Form S-3 (“Amendment No.
4” or the “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 Amendment No. 4. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in Amendment No. 4. The
changes reflected in Amendment No. 4 include those made in response to the Staff’s comments as well as other updates.

Exhibits

 1. Please update the opinion filed as Exhibit 5.1 to refer to
the 24,411,764 shares underlying the convertible preferred stock.

In response to the Staff’s comment, the
Company has updated Exhibit 5.1 to the Amendment to refer to the 29,411,764 shares of Common Stock underlying the Convertible Preferred
Stock.

 2. Please update Exhibit 107 to refer to the 75,289,725 shares
currently being registered. Additionally update footnotes to the filing fee table as appropriate to reflect developments regarding note
conversions.

In response to the Staff’s comment, the Company has updated Exhibit
107 to the Amendment to refer to the 75,289,724 shares currently being registered.

T1 Energy | www.t1energy.com

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

Sincerely,

    /s/ Daniel Barcelo

    Daniel Barcelo

Chief Executive Officer and Chairman of the Board of Directors

T1 Energy Inc.

    cc:
    Denis Klimentchenko, Danny Tricot and Maria Protopapa

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

T1 Energy | www.t1energy.com

September 22, 2025
Daniel Barcelo
Chief Executive Officer
T1 Energy Inc.
1211 E 4th Street
Austin, TX 78702
Re:T1 Energy Inc.
Amendment No. 3 to Registration Statement on Form S-3
Filed September 19, 2025
File No. 333-286455
Dear Daniel Barcelo:
            We have reviewed your amended registration statement and have the following
comments.
            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 5, 2025 letter.
Amendment to Form S-3 filed September 19, 2025
Exhibits
1.Please update the opinion filed as Exhibit 5.1 to refer to the 24,411,764 shares
underlying the convertible preferred stock.
2.Please update Exhibit 107 to refer to the 75,289,725 shares currently being registered.
Additionally update footnotes to the filing fee table as appropriate to reflect
developments regarding note conversions.

September 22, 2025
Page 2
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Maria Protopapa

CORRESP
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T1 Energy Inc.

1211 E 4th Street

Austin, Texas 78702

September 19, 2025

VIA EDGAR

Erin Donahue

Jennifer Angelini

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:

    T1 Energy Inc.

    Amendment No. 2 to Registration Statement on Form S-3 Filed September
    3, 2025

    File No. 333-286455

Dear Sir or Madam:

This letter is submitted by T1 Energy Inc. (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 5, 2025 (the “Comment Letter”)
with respect to Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-286455) filed with the Commission on September
3, 2025 (“Amendment No. 2”). Concurrently with the filing of this letter, the Company has filed Amendment No. 3 to
the Registration Statement on Form S-3 (“Amendment No. 3” or the “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 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.

Cover Page

1. We note your response to prior comment 1. However, we
are unable to concur with the pricing approach as currently disclosed, including that the holder of Convertible Preferred Stock intends
to sell "at no less than the issue price of $10.00 per share" prior to listing. Accordingly, please revise your prospectus
cover to address the following items:

 ● Revise
disclosure that indicates the "Securities" may be sold at prevailing market prices or at negotiated prices to exclude the Convertible
Preferred Stock, or alternatively to condition such pricing upon listing approval.

 ● Include
disclosure that you have applied to list the Convertible Preferred Stock on the NYSE. Refer to Item 501(b)(4) of Regulation S-K.

 ● Provide
pricing disclosure with respect to the Convertible Preferred Stock consistent with Item 501(b)(3) of Regulation S-K, including Instruction
2 thereto if and as applicable.

T1 Energy | www.t1energy.com

We acknowledge the Commission's request that we
revise the disclosure with respect to the Convertible Preferred Stock. Instruction 2 to Item 501(b)(3) of Regulation S-K provides that
“if it is impracticable to state the price to the public” the issuer must “explain the method by which the price is
to be determined.” In addition, Instruction 2 to Item 501(b)(3) provides that “[i]nstead of explaining the method on the outside
front cover page of the prospectus, you may state that the offering price will be determined by a particular method or formula that is
described in the prospectus and include a cross-reference to the location of such disclosure in the prospectus, including the page number.”

In light of such instructions and in response
to the Staff’s comment, the Company has supplemented its disclosure in Amendment No. 3 as follows:

Revise disclosure that indicates the "Securities"
may be sold at prevailing market prices or at negotiated prices to exclude the Convertible Preferred Stock, or alternatively to condition
such pricing upon listing approval.

The Company has updated the disclosure on the
cover page of the prospectus contained in the Amendment to disclose that the price at which the Convertible Preferred Stock may be resold
is uncertain and will be determined as described in the section entitled “Plan of Distribution” as follows:

“The Selling Securityholders or their permitted
transferees may offer, sell or distribute all or a portion of the Common Stock or the Convertible Preferred Stock, following the approval
of such listing of Convertible Preferred Stock (as further discussed below), publicly or through private transactions at fixed prices,
prevailing market prices or at negotiated prices, or at market prices prevailing at the time of sale.

[…]

Pending such approval, we believe the actual
offering price in sales of our Convertible Preferred Stock by the Selling Securityholders will be derived from the following factors:
(i) the prevailing market price of our Common Stock at the time of any such sale; (ii) the $10.00 per share purchase price paid by the
Selling Securityholders in connection with the original issuance of the Convertible Preferred Stock; and (iii) the Conversion Price (as
defined herein)1 of the Convertible Preferred Stock, until our listing application with the NYSE is approved. We cannot guarantee
that our Convertible Preferred Stock will be approved for listing on the NYSE. We provide more information about how the Selling Securityholders
may sell the Securities in the section titled “Plan of Distribution for Securities Offered by Selling Securityholders”
on page 18 of this prospectus.”

1 “Conversion
Price” means the conversion price of the Convertible Preferred Stock which is (i) $1.70 per share of Common Stock for the First
Tranche Preferred Stock, and (ii) $1.90 per share of Common Stock for the Second Tranche Preferred Stock if the 10-Day VWAP of the Common
Stock immediately prior to the Conversion Date is $2.50 or more per share of Common Stock (being the greater of the conversion prices
for the Second Tranche Preferred Stock), and assuming no accrued and unpaid dividends; the conversion price of the Second Tranche Preferred
Stock will be reduced to $1.70 per share of Common Stock in the event that the 10-Day VWAP of the Common Stock immediately prior to the
Conversion Date is less than $2.50 per share of Common Stock.

T1 Energy | www.t1energy.com

    2

Include disclosure that you have applied to
list the Convertible Preferred Stock on the NYSE. Refer to Item 501(b)(4) of Regulation S-K.

The Company advises the Staff that it previously
included such disclosure on page 3 of Amendment No. 2, but in response to the Staff’s comment, it has revised the cover page of
the prospectus contained in the Amendment to state the following:

“Prior to the date of this prospectus, there
has been no established public trading market for the Convertible Preferred Stock. We have applied to list the Convertible Preferred Stock
on the NYSE. If the application is approved, we expect trading in the Convertible Preferred Stock on the NYSE to begin promptly thereafter
under the symbol “TE P.””

Provide pricing disclosure with respect to
the Convertible Preferred Stock consistent with Item 501(b)(3) of Regulation S-K, including Instruction 2 thereto if and as applicable.

The Company respectfully advises the Staff that
because the Convertible Preferred Stock may be resold to the public by the selling stockholder at various times and in various manners
at prices that may be specifically negotiated with counterparties from time to time following the approval of its application to list
the Convertible Preferred Stock on the NYSE. Therefore, it is impracticable for the Company to state in the Registration Statement the
price that such Convertible Preferred Stock will be sold to the public. However, the Company has disclosed the factors it believes will
be considered in determining the offering price of the Convertible Preferred Stock until its application to list such stock on the NYSE
is approved.

The section entitled “Plan of Distribution
for Securities Offered by Selling Securityholders” has been revised in the Amendment on page 18 to explain that “Pending
such approval, we believe the actual offering price in sales of our Convertible Preferred Stock by the Selling Securityholders will be
derived from the following factors: (i) the prevailing market price of our Common Stock at the time of any such sale; (ii) the $10.00
per share purchase price paid by the Selling Securityholders in connection with the original issuance of the Convertible Preferred Stock;
and (iii) the Conversion Price of the Convertible Preferred Stock, until our listing application with the NYSE is approved. We cannot
guarantee that our Convertible Preferred Stock will be approved for listing on the NYSE.”

*     *
*

T1 Energy | www.t1energy.com

    3

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

Sincerely,

    /s/ Daniel Barcelo

    Daniel Barcelo

Chief Executive Officer and Chairman of the Board of Directors

T1 Energy Inc.

    cc:
    Denis Klimentchenko, Danny Tricot and Maria Protopapa

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

T1 Energy | www.t1energy.com

    4

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>

September 5, 2025
Daniel Barcelo
Chief Executive Officer
T1 Energy Inc.
1211 E 4th Street
Austin, TX 78702
Re:T1 Energy Inc.
Amendment No. 2 to Registration Statement on Form S-3
Filed September 3, 2025
File No. 333-286455
Dear Daniel Barcelo:
            We have reviewed your amended registration statement and have the following
comment.
            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 June 9, 2025 letter.
Amendment to Form S-3 filed September 3, 2025
Cover Page
We note your response to prior comment 1. However, we are unable to concur with
the pricing approach as currently disclosed, including that the holder of Convertible
Preferred Stock intends to sell "at no less than the issue price of $10.00 per share"
prior to listing. Accordingly, please revise your prospectus cover to address the
following items:
•Revise disclosure that indicates the "Securities" may be sold at prevailing market
prices or at negotiated prices to exclude the Convertible Preferred Stock, or
alternatively to condition such pricing upon listing approval.
•Include disclosure that you have applied to list the Convertible Preferred Stock on
the NYSE. Refer to Item 501(b)(4) of Regulation S-K.1.

September 5, 2025
Page 2
•Provide pricing disclosure with respect to the Convertible Preferred Stock
consistent with Item 501(b)(3) of Regulation S-K, including Instruction 2 thereto
if and as applicable.
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Maria Protopapa

CORRESP
1
filename1.htm

T1 Energy Inc.

1211 E 4th Street

Austin, Texas 78702

September 3, 2025

VIA EDGAR

Erin Donahue

Jennifer Angelini

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    RE:

    T1 Energy Inc.

    Amendment No. 1 to Registration Statement on Form S-3 Filed June
    5, 2025

    File No. 333-286455

Dear Sir or Madam:

This letter is submitted by T1 Energy Inc. (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 June 9, 2025 (the “Comment Letter”)
with respect to Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-286455) filed with the Commission on June 5, 2025.
Concurrently with the filing of this letter, the Company has filed Amendment No. 2 to the Registration Statement on Form S-3 (“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.

General

1. We note your response to prior comment 1, but are unable
to concur with your analysis. In order to conduct this offering consistent with Rule 415(a)(1)(i) of the Securities Act and Item 501(b)(3)
of Regulation S-K, the securities to be offered for resale must be on a recognized and established trading market. The response indicates
you have begun the process of applying for the Series A Convertible Preferred Stock to be listed on the New York Stock Exchange. Accordingly,
please revise to disclose a fixed price at which the selling stockholders will sell Series A shares until they are listed on the NYSE,
after which the shares can be offered and sold at prevailing market prices or at negotiated prices. Include additional disclosure regarding
your intent to list the Series A shares and risk factor disclosure as appropriate.

In response to the Staff’s comment, the
Company has supplemented its disclosure on pages 3 and 4 of Amendment No. 2.

2. We note your response to prior comment 2. Please further
revise disclosure in the selling securityholders section to discuss or cross-reference the rights of Trina Solar (Schweiz) AG to nominate
directors, as disclosed on page 2, and file the cooperation agreement as an exhibit. Additionally disclose the natural person(s) who
have voting and investment control of the shares to be offered for resale by Trina Solar (Schweiz) AG, or tell us why you believe such
disclosure is not required. Refer to Item 507 of Regulation S-K and Question 140.02 of our Regulation S-K Compliance and Disclosure Interpretations.

In response to the
Staff’s comment, the Company has supplemented its disclosure on pages 9 and 13 of Amendment No. 2. Please note that the
Company previously filed the Cooperation Agreement as Exhibit 10.5 to the Current Report on Form 8-K filed with the Commission on
December 27, 2024, but in response to the Staff’s comment, the Company has revised the exhibit index and incorporated by
reference to the Cooperation Agreement filed with the Commission on December 27, 2024 as Exhibit 10.5 to Amendment No. 2.

    T1 Energy | www.t1energy.com 1

3. We note your response to prior comment 3. Please further
revise your disclosure to clearly identify the rights that purchasers of Series A Preferred Convertible Stock pursuant to this registration
statement will have. Without limitation, please address the following items:

 ● Revise your disclosure to clearly state that each share
of Series A stock is currently convertible into 2.5 shares of common stock, based on the current conversion price (subject to dilution
adjustments).

 ● Clarify when the conversion price may be adjusted to
$1.79 based on the stock purchase agreement, discuss the related effects on then-current holders of Series A stock (i.e., that they will
be entitled to receive fewer shares, 1.79 compared with 2.5, if true), and disclose how you will inform holders.

 ● Identify relevant dates (i.e., rather than by reference
to the “Closing Date”), including when conversions can start, when the required redemption will occur, and any record dates
in relation thereto.

 ● Revise to explain the reference to “aggregate
issue price” payable upon redemption. Quantify to the extent possible the per share issue price that holders would be entitled
to receive.

In response to the Staff’s comment, the Company has supplemented its disclosure on pages 2-3 and 8-9 of Amendment No. 2. The Company further advises the Staff that the conversion ratio is set forth
in the Certificate of Designation for the Convertible Preferred Stock included as Exhibit C to the Preferred Stock Purchase Agreement
previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on November 6, 2024, which was amended by
 Encompass  and the Company on August 13, 2025 pursuant to the Third Amendment to the Preferred Stock Purchase Agreement (as
previously filed as Exhibit 10.2 to the Current Report on Form 8-K filed with the Commission on August 14, 2025).

Each share of the then-issued Convertible Preferred Stock is convertible
based on a conversion price of (i) $1.70 per share of Common Stock for the First Tranche Preferred Stock, and (ii) $1.90 per share of
Common Stock for the Second Tranche Preferred Stock if the 10-Day VWAP of the Common Stock immediately prior to the Conversion Date is
$2.50 or more per share of Common Stock (being the greater of the conversion prices for the Second Tranche Preferred Stock), and assuming
no accrued and unpaid dividends. The conversion price of the Second Tranche Preferred Stock will be reduced to $1.70 per share of Common
Stock in the event that the 10-Day VWAP of the Common Stock immediately prior to the Conversion Date is less than $2.50 per share of Common
Stock. Upon such reduction of the conversion price, each share of the then-issued Convertible Preferred Stock will be convertible into
approximately 5.88 shares of Common Stock, up to an aggregate of approximately 58,823,529 shares of Common Stock, in whole and not in
part, based on the reduced conversion price (subject to dilution adjustments), and holders can expect to receive additional Underlying
Shares as compared to the conversion price of $1.90 for the Second Tranche Preferred Stock. The Second Tranche Preferred Stock will be
issued on the Second Tranche Closing Date, being 10 Business Days following the date the Company notifies Encompass  of its
decision to exercise the Second Tranche Option.

Additionally, under the terms of the Third Amendment to the Preferred
Stock Purchase Agreement, if the Company issues any shares of preferred stock with a Lower Conversion Price between the date of the Preferred
Stock Purchase Agreement and one (1) year following the Second Tranche Closing Date, it shall make such amendment as is necessary to the
terms of the Second Tranche Preferred Stock so that the conversion price applicable to the Second Tranche Preferred Stock is no higher
than the Lower Conversion Price (with such Lower Conversion Price to be no lower than $1.05 in any event). If the Second Tranche Closing
does not occur by December 31, 2026, then the Company shall issue warrants to  Encompass  which are exercisable for 3,500,000
shares of the Common Stock at a purchase price of $0.01 per share upon certain conditions.

In addition, the Company advises the Staff that
there are no record dates in relation to the relevant dates of the conversion or required redemption. As stated in the previously disclosed
Certificate of Designation for the Convertible Preferred Stock, the “Issue Price” means an amount per share of Convertible
Preferred Stock equal to $10.00 and therefore the “aggregate Issue Price” would equal up to $100,000,000 assuming all shares
of Convertible Preferred Stock are fully issued and outstanding across both the First Tranche Preferred Stock and the Second Tranche Preferred
Stock at the time of redemption.

Exhibits

4. Please revise your exhibit index and file the authorized
certificate of designation for your Series A Convertible Preferred Stock (including its related Exhibits A-C) pursuant to Item 601(b)(4)
of Regulation S-K. In this regard, we note that Exhibit C included with the stock purchase agreement filed as Exhibit 10.2 is a “form
of” certificate of designation, with blank dates and bracketed number of shares in the initial and second tranches.

In response to the Staff’s comment, the Company has revised the exhibit index and filed the authorized amended and restated certificate
of designation (together with its related Exhibits A-C) as Exhibit 4.1 to Amendment No. 2.

*     *
*

    T1 Energy | www.t1energy.com 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/ Daniel Barcelo

    Daniel Barcelo

Chief Executive Officer and Chairman of the Board of Directors

T1 Energy Inc.

cc: Denis Klimentchenko, Danny
Tricot and Maria Protopapa

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

    T1 Energy | www.t1energy.com 3

June 9, 2025
Daniel Barcelo
Chief Executive Officer
T1 Energy Inc.
1211 E 4th Street
Austin, TX 78702
Re:T1 Energy Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed June 5, 2025
File No. 333-286455
Dear Daniel Barcelo:
            We have reviewed your amended registration statement and have the following
comments.
            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 April 21, 2025 letter.
Amendment No.1 to Registration Statement on Form S-3 filed June 5, 2025
General
1.We note your response to prior comment 1, but are unable to concur with your
analysis. In order to conduct this offering consistent with Rule 415(a)(1)(i) of the
Securities Act and Item 501(b)(3) of Regulation S-K, the securities to be offered for
resale must be on a recognized and established trading market. The response indicates
you have begun the process of applying for the Series A Convertible Preferred Stock
to be listed on the New York Stock Exchange. Accordingly, please revise to disclose a
fixed price at which the selling stockholders will sell Series A shares until they are
listed on the NYSE, after which the shares can be offered and sold at prevailing
market prices or at negotiated prices. Include additional disclosure regarding your
intent to list the Series A shares and risk factor disclosure as appropriate.

June 9, 2025
Page 2
2.We note your response to prior comment 2. Please further revise disclosure in the
selling securityholders section to discuss or cross-reference the rights of Trina Solar
(Schweiz) AG to nominate directors, as disclosed on page 2, and file the cooperation
agreement as an exhibit. Additionally disclose the natural person(s) who have voting
and investment control of the shares to be offered for resale by Trina Solar (Schweiz)
AG, or tell us why you believe such disclosure is not required. Refer to Item 507 of
Regulation S-K and Question 140.02 of our Regulation S-K Compliance and
Disclosure Interpretations.
3.We note your response to prior comment 3. Please further revise your disclosure to
clearly identify the rights that purchasers of Series A Preferred Convertible Stock
pursuant to this registration statement will have. Without limitation, please address the
following items:
•Revise your disclosure to clearly state that each share of Series A stock is
currently convertible into 2.5 shares of common stock, based on the current
conversion price (subject to dilution adjustments).
•Clarify when the conversion price may be adjusted to $1.79 based on the stock
purchase agreement, discuss the related effects on then-current holders of Series
A stock (i.e., that they will be entitled to receive fewer shares, 1.79 compared with
2.5, if true), and disclose how you will inform holders.
•Identify relevant dates ( i.e., rather than by reference to the "Closing Date"),
including when conversions can start, when the required redemption will occur,
and any record dates in relation thereto.
•Revise to explain the reference to "aggregate issue price" payable upon
redemption. Quantify to the extent possible the per share issue price that holders
would be entitled to receive.
Exhibits
4.Please revise your exhibit index and file the authorized certificate of designation for
your Series A Convertible Preferred Stock (including its related Exhibits A-C)
pursuant to Item 601(b)(4) of Regulation S-K. In this regard, we note that Exhibit C
included with the stock purchase agreement filed as Exhibit 10.2 is a "form of"
certificate of designation, with blank dates and bracketed number of shares in the
initial and second tranches.
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Maria Protopapa

CORRESP
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T1
Energy Inc.

1211
E 4th Street

Austin,
Texas 78702

June
5, 2025

VIA
EDGAR

Erin
Donahue

Jennifer
Angelini

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington, D.C. 20549

    RE:
    T1
    Energy Inc.

    Registration
    Statement on Form S-3 Filed April 9, 2025

    File
    No. 333-286455

Dear
Sir or Madam:

This
letter is submitted by T1 Energy Inc. (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 April 21, 2025 (the “Comment
Letter”) with respect to the Registration Statement on Form S-3 (File No. 333-286455) filed with the Commission on April 9,
2025 (the “Registration Statement”). Concurrently with the filing of this letter, the Company has filed Amendment
No. 1 to the Registration Statement on Form S-3 (the “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.

General

 1. We
                                            note your disclosure that the selling securityholders may sell the securities being registered
                                            “publicly or through private transactions at prevailing market prices or at negotiated
                                            prices.” However, while your common stock is listed on the New York Stock Exchange,
                                            your Series A Convertible Preferred Stock does not appear to have a recognized and established
                                            trading market. Accordingly, please revise to disclose a fixed price at which the selling
                                            securityholders will sell the Series A Convertible Preferred Stock for the duration of the
                                            offering or until such securities are quoted on an exchange or trading market.

We
acknowledge the Commission’s request that we revise the Registration Statement to disclose a fixed price at which the selling securityholders
will be reselling their shares of Series A Convertible Preferred Stock. However, because the Series A Convertible Preferred Stock is
not quoted on a recognized and established trading market as of the date hereof, we advise the Staff that at present it is impracticable
for the Company to state in the Registration Statement a fixed price at which the selling stockholders will sell their shares until the
securities are quoted on the New York Stock Exchange. We have begun the process to apply for the Series A Convertible Preferred Stock
to be listed on the New York Stock Exchange and following such listing, we expect the Series A Convertible Preferred Stock will be quoted
on the New York Stock Exchange and offered to holders pursuant to the Registration Statement (in particular the section of the prospectus
contained in the Registration Statement entitled “Plan of Distribution”) following such listing.

    T1 Energy | www.t1energy.com    1

 2. Please
                                            disclose the nature of any position, office or other material relationship that the selling
                                            securityholders have had within the past three years with you or any of your predecessors
                                            or affiliates. Additionally, disclose Item 507 information about any persons (entities or
                                            natural persons) who have control over the selling securityholders and who have had a material
                                            relationship with you or any of your predecessors or affiliates within the past three years,
                                            identifying each such person and describing the nature of any relationships. See Item 507
                                            of Regulation S-K. For additional guidance, refer to Question 140.02 of our Regulation S-K
                                            Compliance and Disclosure Interpretations.

In
response to the Staff’s comment, the Company has supplemented its disclosure on pages 2 and 13 of the Amendment. Please be advised
that no other selling stockholder (or control person with respect to a selling stockholder) has held any position, office or other material
relationship during the past three years with the Company, its affiliates or predecessors.

Description
of Capital Stock, page 6

 3. We
                                            note your general discussion of preferred stock. Please revise to discuss the specific rights
                                            and features of the Series A Preferred Convertible Stock being registered. Without limitation,
                                            your disclosure should identify the number of shares of common stock into which each share
                                            of Series A Preferred Convertible Stock may be converted. Please file the Series A Preferred
                                            Convertible Stock certificate as an exhibit to the registration statement or advise if none
                                            exists.

We
advise the Staff that the discussion on page 7 of the Registration Statement captioned “Description of Capital Stock –
Preferred Stock – Convertible Preferred Stock” references specific rights and features of the Series A Preferred Stock
being registered. Furthermore, page 2 of the Registration Statement states that on or after the first anniversary of the Closing
Date, the Series A Preferred Convertible Stock shall be convertible, at the option of the holders thereof, up to an aggregate of
40,000,000 shares of Common Stock, in whole and not in part, based on a conversion price of $2.50 per share of Common Stock or such
other price as is used in the conversion of the Series A Preferred Convertible Stock and assuming no accrued and unpaid dividends.
The conversion price shall be reduced to $1.79 per share of Common Stock if the Company elects not to exercise the option to issue
the Second Tranche Preferred Stock as described in the Registration Statement. However, in response to the Staff’s comment,
the Company has supplemented its disclosure on pages 7-8 of the Amendment.

We
also advise the Staff that in accordance with the Certificate of Designation, unless otherwise requested in writing by a stockholder
to the Company, the Company shall maintain the stock certificates of the Series A Preferred Convertible Stock and any shares of Common
Stock issued upon conversion thereof in uncertificated, book-entry form only. As of the date hereof, no physical certificates have been
requested by a stockholder or issued. If certificated shares of Series A Preferred Convertible Stock are requested by a stockholder,
then certificates representing shares of Series A Preferred A Stock will be substantially in the form set forth in Exhibit A to the Form
of the Certificate of Designation of Series A Preferred Convertible Stock, which was previously filed as part of Exhibit 10.2 to the
Registration Statement.

*
*     *

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

Sincerely,

    /s/ Daniel
Barcelo

    Daniel
    Barcelo

Chief
Executive Officer and Chairman of the Board of Directors

T1
Energy Inc.

    cc:
    Denis
    Klimentchenko, Danny Tricot and Maria Protopapa

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

    T1 Energy | www.t1energy.com    2

April 21, 2025
Daniel Barcelo
Chief Executive Officer
T1 Energy Inc.
1211 E 4th Street
Austin, TX 78702
Re:T1 Energy Inc.
Registration Statement on Form S-3
Filed April 9, 2025
File No. 333-286455
Dear Daniel Barcelo:
            We have conducted a limited review of your registration statement and have the
following comments.
            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.
Registration Statement on Form S-3 filed April 9, 2025
General
1.We note your disclosure that the selling securityholders may sell the securities being
registered "publicly or through private transactions at prevailing market prices or at
negotiated prices." However, while your common stock is listed on the New York
Stock Exchange, your Series A Convertible Preferred Stock does not appear to have a
recognized and established trading market. Accordingly, please revise to disclose a
fixed price at which the selling securityholders will sell the Series A Convertible
Preferred Stock for the duration of the offering or until such securities are quoted on
an exchange or trading market.
Please disclose the nature of any position, office or other material relationship that the
selling securityholders have had within the past three years with you or any of your
predecessors or affiliates. Additionally, disclose Item 507 information about any 2.

April 21, 2025
Page 2
persons (entities or natural persons) who have control over the selling securityholders
and who have had a material relationship with you or any of your predecessors or
affiliates within the past three years, identifying each such person and describing the
nature of any relationships. See Item 507 of Regulation S-K. For additional guidance,
refer to Question 140.02 of our Regulation S-K Compliance and Disclosure
Interpretations.
Description of Capital Stock, page 6
3.We note your general discussion of preferred stock. Please revise to discuss the
specific rights and features of the Series A Preferred Convertible Stock being
registered. Without limitation, your disclosure should identify the number of shares of
common stock into which each share of Series A Preferred Convertible Stock may
be converted. Please file the Series A Preferred Convertible Stock certificate as an
exhibit to the registration statement or advise if none exists.
            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.
            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.
            Please contact Erin Donahue at 202-551-6063 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Maria Protopapa

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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Document

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.

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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