Form 8-K - Current report

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): July 14, 2023 (July 13, 2023)

FREYR Battery

(Exact name of registrant as specified in its charter)

Luxembourg

001-40581

Not Applicable

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

22-24, Boulevard Royal, L-2449 Luxembourg

Grand Duchy of Luxembourg



(Address of principal executive offices, including zip code)

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)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			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)

Name of each exchange on which registered

Ordinary Shares, without nominal value

FREY

The New York Stock Exchange

Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50

FREY WS

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 8.01. Other Events.

On July 13, 2023, FREYR Battery (“FREYR” or the “Company”) issued a press release announcing that the Company was awarded a €100 million grant from the European Union (“EU”) to support development of FREYR’s Giga Arctic project in Mo i Rana, Norway. The grant will be funded through the EU’s Innovation Fund as part of the EU’s efforts to promote localized production of battery solutions. A copy of the press release is attached hereto as Exhibit 99.1.

The press release is being furnished pursuant to Item 8.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release, dated Ju l y 13, 2023, announcing FREYR Battery’s award of EU Innovation Fund Grant
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.


	FREYR BATTERY

Date: July 14, 2023	By:	/s/ Oscar K. Brown
	Name:	Oscar K. Brown
	Title:	Group Chief Financial Officer

News Release

FREYR Battery Awarded €100 Million EU Innovation Fund Grant

NEW YORK, OSLO, Norway & LUXEMBOURG, July 13, 2023, FREYR Battery (NYSE: FREY) (“FREYR”), a developer of clean, next-generation battery cell production capacity, has announced that the company has been awarded a €100 million grant from the European Union (“EU”) to support development of FREYR’s Giga Arctic project in Norway. The grant will be funded through the EU’s Innovation Fund (“EUIF”) as part of the EU’s efforts to promote localized production of battery solutions.

“We are delighted with the news we have received from the EU’s Innovation Fund to support FREYR’s Giga Arctic project,” remarked Tom Einar Jensen, FREYR’s Co-Founder and CEO. “This grant is a recognition that batteries represent the key catalyst of the energy transition supporting regional energy security through faster deployment of renewable energy. Moreover, this significant financial commitment provides timely support to continued development of the Giga Arctic project, which is intended to bring clean battery products to our customers and partners across Europe. We look forward to working with the EUIF as well as the Norwegian Government to unlock further momentum for next generation battery production capacity at GWh scale in Norway.”

Giga Arctic, which has been under development since FREYR’s Board of Directors sanctioned the start of construction in June 2022, is designed to be a 29 GWh nameplate capacity facility based on the 24M Technologies SemiSolidTM manufacturing platform and powered with 100% renewable hydroelectricity.

According to a report recently published by Minviro, a life cycle assessment company and independent third-party commissioned by FREYR, the annual production at the planned Giga Arctic facility in Norway could enable FREYR’s customers to mitigate 80 million tons of CO2 emissions over the batteries’ lifetime when used for renewable Energy Storage Systems (ESS). The projected emissions mitigation corresponds to almost twice the total amount of CO2 emitted in Norway annually.

The EU’s Innovation Fund is one of the world’s largest funding opportunities for projects designed to reduce greenhouse gas emissions. The fund targets highly innovative technologies and large-scale, flagship initiatives that can bring more value to Europe in terms of transitioning to a low-carbon continent.

***

1 | News Release | FREYR Battery | www.freyrbattery.com/news

About FREYR Battery

FREYR Battery aims to provide industrial scale clean battery solutions to reduce global emissions. Listed on the New York Stock Exchange, FREYR’s mission is to produce green battery cells to accelerate the decarbonization of energy and transportation systems globally. FREYR has commenced building the first of its planned factories in Mo i Rana, Norway and announced potential development of industrial scale battery cell production in the United States and Vaasa, Finland. FREYR intends to install 50 GWh of battery cell capacity by 2025 and 100 GWh annual capacity by 2028 and 200 GWh of annual capacity by 2030. To learn more about FREYR, please visit www.freyrbattery.com.

Investor contact:

Jeffrey Spittel

Vice President, Investor Relations

jeffrey.spittel@freyrbattery.com

Tel: (+1) 281-222-0161

Media contact:

Hilde Rønningsen

Director Communication

hilde.ronningsen@freyrbattery.com

Tel: (+47) 453 97 184

Cautionary Statement Concerning Forward-Looking Statements

All statements, other than statements of present or historical fact included in this press release, are forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from the expected results. Most of these factors are outside FREYR’s control and are difficult to predict. Additional information about factors that could materially affect FREYR is set forth under the “Risk Factors” section in (i) FREYR’s Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 1, 2022 and (ii) FREYR's Annual Report on Form 10-K for the year ended December 31, 2022 that was filed with the SEC on February 27, 2023, available on the SEC’s website at www.sec.gov.

Except as otherwise required by applicable law, FREYR disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Should underlying assumptions prove incorrect, actual results and projections could differ materially from those expressed in any forward-looking statements.

2 | News Release | FREYR Battery | www.freyrbattery.com/news

Cover	Jul. 14, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 14, 2023
Entity Registrant Name	FREYR Battery
Entity Incorporation, State or Country Code	N4
Entity File Number	001-40581
Entity Address, Address Line One	22-24, Boulevard Royal
Entity Address, Postal Zip Code	-2449
Entity Address, City or Town	Luxembourg
Entity Address, Country	LU
City Area Code	352
Local Phone Number	621 727 777
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Tax Identification Number	00-0000000
Entity Central Index Key	0001844224
Amendment Flag	false
OrdinarySharesWithoutNominalValueMember
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares, without nominal value
Trading Symbol	FREY
Security Exchange Name	NYSE
WarrantsEachWholeWarrantExercisableForOneOrdinaryShareAtAnExercisePriceOf1150Member
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50
Trading Symbol	FREY WS
Security Exchange Name	NYSE