Loan Commitment Agreement, by and between FREYR Battery, Inc. and Trina Solar Energy Development PTE. Ltd., dated December 23, 2024

Exhibit 10.12

Execution Version

LOAN COMMITMENT AGREEMENT

THIS LOAN COMMITMENT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 23, 2024, between Trina Solar Energy Development Pte. Ltd., a Singapore private limited company (“TED”), and FREYR Battery, Inc., a Delaware corporation (“FREYR” and together with TED, the “Parties” and, each individually, a “Party”).

RECITALS

WHEREAS, Trina Solar US Manufacturing Holding, Inc., a Delaware corporation (“Holdings”), owns 95% of the Capital Stock of Trina Solar US Manufacturing Module 1, LLC, a Texas limited liability company (“TUM1”), and Trina Solar US Manufacturing Module Associated Entity 1, LLC, a Texas limited liability company, owns 5% of the Capital Stock of TUM1;

WHEREAS Holdings owns 100% of the Capital Stock of Trina Blocker;

WHEREAS, as of the date hereof, FREYR beneficially owns, indirectly, 100% of the Capital Stock of Holdings;

WHEREAS, TUM1 desires to engage in the development, design, permitting, engineering, procurement, construction, completion, testing, operation and maintenance of a solar photovoltaic module manufacturing facility with a total annual production capacity of 5 GWdc located in Wilmer, Texas (the “Project”);

WHEREAS, in order to finance a portion of the costs of the development, construction, completion, ownership and operation of the Project, TUM1 has entered into that certain Credit Agreement, dated July 16, 2024 (as amended by that certain Consent, Waiver and Amendment to Credit Agreement, dated as of the date hereof (the “Amendment”), and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), with HSBC BANK USA, N.A., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”), HSBC BANK USA, N.A., as collateral agent for the Secured Parties (as defined in the Credit Agreement) (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and each of the Lenders (as defined in the Credit Agreement) from time to time party thereto;

WHEREAS, FREYR, TUM1 and Holdings are party to an Equity Contribution Agreement, dated as of the date hereof (as may be amended, amended and restated, supplemented or otherwise modified from time to time, the “Sponsor Contribution Agreement”), with the Administrative Agent and the Collateral Agent, pursuant to which FREYR has committed to provide certain equity financing in order to induce the Lenders to enter into the Amendment.

WHEREAS, as a condition to the execution of the Sponsor Contribution Agreement, the Collateral Agent requires that certain obligations of FREYR under the Sponsor Contribution Agreement are guaranteed by TED and, in connection therewith, TED has executed that certain Equity Contribution Agreement Limited Guaranty in favor of the Collateral Agent, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty”);

WHEREAS, TED is willing to provide Loans (as defined below) to FREYR from time to time in the circumstances and on the terms and conditions set forth herein; and

NOW THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Parties hereby agree as follows:

Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings set forth in the Credit Agreement.

“Demand Notice” has the meeting assigned to it in Section 2(a) of this Agreement.

“Subject Payment” has the meeting assigned to it in Section 2(a) of this Agreement.

“Loan” has the meeting assigned to it in Section 2(a) of this Agreement.

“Loan Commitment” shall mean the commitment by TED to provide loans to FREYR from time to time in accordance with and pursuant to the terms and conditions of Section 2 of this Agreement up to the Loan Commitment Amount.

“Loan Commitment Amount” has the meeting assigned to it in Section 2(a) of this Agreement.

“Note” has the meeting assigned to it in Section 2(a) of this Agreement.

“Note Payment Default” has the meeting assigned to it in Section 2(f) of this Agreement.

“Preferred Equity Payment” has the meeting assigned to it in Section 2(f) of this Agreement.

“Transaction Agreement” means that certain Transaction Agreement, dated as of November 6, 2024 by and between FREYR and Trina Solar (Schweiz) AG.

“Tax” has the meeting assigned to it in Section 2(d) of this Agreement.

At any such time that TED has provided a loan to FREYR on the terms and conditions set forth in this Section 2, TED may request (which request shall be in writing), and FREYR shall, within two (2) Business Days of such request, deliver a promissory note in substantially the form of Exhibit A hereto evidencing such Loan (any such promissory note, a “Note”).

This Agreement shall become effective as of the date first set forth above and shall thereafter continue in effect until the earlier of (i) the date on which it is terminated by mutual agreement of TED and FREYR and (ii) the date on which all of the outstanding Loans and any accrued interest thereon shall have been paid in full and the Guaranty has been terminated pursuant to its terms. Any outstanding Loans shall be repaid in cash upon the termination of this Agreement.

The Parties agree and acknowledge as follows:

This Agreement shall be enforced at the discretion of the Parties; provided, however, that the failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any of the provisions hereof shall in no way be construed as a waiver of such provisions or to affect either the validity of this Agreement (or any part hereof), or the right of either Party thereafter to enforce each and every provision in accordance with the terms of this Agreement.

Delivery of an executed signature page of this Agreement by facsimile or other electronic means will for all purposes be treated as the equivalent of delivery of a manually executed signature page of this Agreement. The words “execution”, “signed”, “signature”, and words of like import shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable laws, rules, regulations and orders of any Governmental Authority, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

The terms of this Agreement may be amended, supplemented, waived or otherwise modified only by an instrument in writing duly executed by each Party. Any such amendment or waiver shall be binding upon the Parties.

This Agreement sets forth the entire agreement and understanding of the Parties related to the subject matter described in this Agreement.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the Parties as of the day and year first above written.

[Signature Page to Loan Commitment Agreement]

[Signature Page to Loan Commitment Agreement]