Current Report Filing (8-k)
December 05 2022 - 4:16PM
Edgar (US Regulatory)
0001844224
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0001844224
2022-12-01
2022-12-01
0001844224
FREY:OrdinarySharesWithoutNominalValueMember
2022-12-01
2022-12-01
0001844224
FREY:WarrantsEachWholeWarrantExercisableForOneOrdinaryShareFor11.50PerShareMember
2022-12-01
2022-12-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 5, 2022 (December 1, 2022)
FREYR Battery
(Exact name of registrant as specified in its charter)
Luxembourg |
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001-40581 |
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Not Applicable |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
22-24, Boulevard Royal, L-2449 Luxembourg
Grand Duchy of Luxembourg |
(Address of principal executive offices, including zip code) |
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Registrant’s telephone number, including area code: +352 621 727 777 |
Not Applicable |
(Former name or former address, if changed since last report) |
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
Title of each
class |
|
Trading Symbol(s) |
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Name of each exchange on which registered |
Ordinary Shares, without nominal value |
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FREY |
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The New York Stock Exchange |
Warrants, each whole warrant exercisable for one Ordinary Share for $11.50 per share |
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FREY WS |
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The New York Stock Exchange |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Agreement.
On December 1, 2022, FREYR
Battery (“FREYR” or the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
among Credit Suisse (USA) LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters
named in Schedule A thereto (collectively, the “Underwriters”), relating to an offering of an aggregate of 20,000,000 ordinary
shares (the “Ordinary Shares”) of the Company, without nominal value. The offering price to the public is $11.50 per Ordinary
Share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters an option for 30 days to purchase up to an additional
3,000,000 Ordinary Shares (the “Option Shares”, together with the Ordinary Shares, the “Shares”), which the Underwriters
exercised in full on December 1, 2022. Closing for the sale of the Shares occurred on December 5, 2022. The Company estimates that the
net proceeds to the Company will be approximately $251,286,250 after deduction of the estimated underwriting discounts and commissions
and the estimated offering expenses payable by the Company.
The
Shares are being sold pursuant to a prospectus supplement, dated December 1, 2022, and related prospectus, dated September 1, 2022, each
filed with the U.S. Securities and Exchange Commission, relating to the Company’s registration statement on Form S-3 (File No. 333-267235).
A
copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto. The foregoing description of the Underwriting Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement. In connection with the filing
of the Underwriting Agreement, the Company is filing the opinion of its Luxembourg counsel, Arendt & Medernach SA, as Exhibit 5.1
hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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FREYR Battery |
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By: |
/s/ Oscar K. Brown |
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Name: |
Oscar K. Brown |
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Title: |
Group Chief Financial Officer |
Dated: December 5, 2022
2
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