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): August 10, 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 2.02. Results of Operations and Financial Condition.

On August 10, 2023, FREYR Battery, a Luxembourg limited liability company (société anonyme) (“FREYR Battery”), issued a press release announcing its financial results for the second quarter ended June 30, 2023.

The information set forth under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

The information in this Item 2.02, including the Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

FREYR Battery is also furnishing a Second Quarter 2023 Earnings Call presentation, dated August 10, 2023 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on FREYR Battery’s second quarter 2023 conference call to be held on August 10, 2023. The Presentation will also be available on FREYR Battery’s website at https://www.freyrbattery.com.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release, dated August 10, 2023, reporting FREYR Battery’s financial results for the second quarter ended June 30, 2023.
99.2						Second Quarter 2023 Earnings Call presentation.
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: August 10, 2023	By:	/s/ Oscar K. Brown
	Name:	Oscar K. Brown
	Title:	Group Chief Financial Officer

News Release

FREYR Battery Reports Second Quarter 2023 Results

New York, Oslo, and Luxembourg, August 10, 2023, FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”), a developer of clean, next-generation battery cell production capacity, today reported financial results for the second quarter of 2023.

Highlights of the Second Quarter 2023 and Subsequent Events:

•In a separate press release published this morning and available on FREYR’s website, FREYR announced appointments to the Company’s senior management team and Board of Directors in accordance with an established succession plan. Former Microsoft executive Birger Steen has been appointed as FREYR’s CEO effective August 21st, and to FREYR’s Board of Directors, effective immediately. FREYR’s Co-founder and CEO, Tom Einar Jensen has been appointed Executive Chair of FREYR’s Board of Directors, effective immediately; and FREYR’s Founder and Executive Chair, Torstein Dale Sjøtveit, is retiring effective immediately. Mr. Steen brings more than 30 years of technology sector senior leadership and Board of Directors experience in roles at companies including Microsoft Corp. (NASDAQ: MSFT; “Microsoft”), McKinsey & Co., and Scandinavia Online AS. In his new role as Executive Chair, Tom Einar Jensen will focus on key business development initiatives, capital formation activities, and engagement with FREYR’s capital providers.

•FREYR’s Board of Directors has approved an action plan to redomicile FREYR’s corporate holding company from Luxembourg to the United States with the intention to complete the process by year-end 2023. The expected benefits of redomiciling to the U.S. are dramatically expanded equity index eligibility, strategic alignment with the Company’s investors and other key stakeholders supporting maximization of the U.S. Inflation Reduction Act (“IRA”) subsidies, support for the application process under U.S. Department of Energy (“DOE”) Loan Programs Office, and enhanced corporate governance protocols.

•In July, FREYR announced that the Company was awarded a €100 million grant from the European Union Innovation Fund (“EUIF”) to support the development of the Giga Arctic project in Mo i Rana, Norway. The grant, which is expected to be funded during the construction of Giga Arctic and over time with GHG avoidance, is aligned with the EUIF’s efforts to promote localized production of battery solutions in the European Economic Area.

•In June, FREYR hosted its inaugural Capital Markets Day at the New York Stock Exchange, during which the Company announced that it reached the key milestone of assembling and successfully charging the first semi-automatically produced battery unit cells at the Customer Qualification Plant (“CQP”) in Mo i Rana, Norway. In the weeks following the Capital Markets Day, FREYR’s operations team have continued to conduct testing workstreams and complete commissioning packages, highlighted by the start of a testing program for FREYR’s first long-term sales agreement customer, Nidec Corporation (TSE: 6594; “Nidec”).

•In June, FREYR entered into a Heads of Terms (“HoT”) agreement with Sunwoda Mobility Energy Technology Co., Ltd. (“Sunwoda”) to form a partnership with the intention to expand business in the western hemisphere based on Sunwoda’s conventional technology.

“Following the landmark achievement of assembling and successfully charging our first cells at the CQP in June, our teams have continued to make meaningful progress towards key milestones that will drive technology validation, capital formation, and the consummation of key strategic and commercial partnerships,” remarked Tom Einar Jensen, FREYR’s Co-Founder and Executive Chair. “Notably, the CQP remains on track with our previously

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communicated production plan, and negotiations for the Giga America project-equity raise are intensifying. As we continue our operational journey in the second half of 2023, FREYR is pursuing several catalysts to unlock shareholder value and enhance our competitive position.”

Mr. Jensen added, “I am also delighted to welcome Birger Steen as our incoming CEO and as a Board member. I look forward to collaborating closely with him, FREYR’s Board of Directors, and our entire leadership team to spearhead corporate development and capital formation initiatives. As I assume the responsibilities of Executive Chair from Torstein, I feel deep gratitude for his dedicated stewardship of FREYR and his mentorship in our formational years. On behalf of FREYR’s investors, Board of Directors, leadership team, and employees, I wish to extend our heartfelt thanks for his contributions – we wish Torstein all the best in his retirement.”

Business Update

•FREYR’s operations team continues to execute the Company’s production plan and is on track to achieve key milestones at the CQP. In the weeks following the Company reaching the landmark achievement in June of assembling and successfully charging the first semi-automated battery unit cells, FREYR has now completed the handovers of 321 of 386 commissioning packages integrating the 35 production line equipment sections and finalizing building and infrastructure works, with a total of 343 packages completed and awaiting final sign off. The teams at the CQP have also commenced a testing program for Nidec, during which the Company will demonstrate semi-automated production of cells with full automation of the production process expected to follow.

•FREYR continues to execute the Company’s plan to fast-track development of Giga America. Management presentations to select strategic and financial sponsors to support a targeted $1 billion raise of project-level equity for Phase 1a have been ongoing since June with closing anticipated in early 4Q 2023. Additionally, FREYR has launched the application process with the U.S. DOE Loan Programs Office under Title XVII to facilitate construction of Phase 1b. In parallel with capital formation workstreams related to Giga America, permitting for pre-construction, construction, and ongoing operations are underway; front-end engineering and design, and building and infrastructure engineering has been initiated; and electric utilities contract negotiations are nearing completion. FREYR intends to reach an investment decision and begin construction of Giga America before year-end 2023 with a targeted start of production for Phase 1a in summer 2025.

•A recently commissioned report from Rystad Energy (“Rystad”) has projected that the deep market short of LFP battery production is poised to persist through 2030. The report’s findings, which were based on Rystad’s proprietary supply modeling framework, indicated that a shortfall of LFP capacity globally is likely in 2030 under a 1.6-degree demand scenario.

•FREYR’s financing activities are advancing through project level financing efforts with strategic and financial stakeholders. Discussions include parallel work streams with potential project-level equity subscribers, debt support through project financing banks, and applications under the U.S. DOE’s Loan Office to finance the initial and subsequent phases of Giga America, which is supported by the IRA; and Giga Arctic, which is supported by the ongoing project financing process and the anticipated Norwegian IRA response. Both processes are linked to relevant progress on battery cell performance and operating parameters at the CQP.

•Discussions are ongoing to formalize and announce the participation of new strategic partners in the Energy Transition Acceleration Coalition (“ETAC”). The new participants are expected to team with FREYR and ETAC representatives Glencore Plc (LN: GLEN), Caterpillar Inc. (NYSE: CAT), Siemens AG (GY: SIE), and Nidec.

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•The work to operationalize the ETAC is progressing. Existing and prospective coalition members have identified core focus areas that will require substantial scale up of sustainable battery solutions. Such focus areas currently include the decarbonization of heavy industry and mining, providing energy as a service product, enabling sustainable supply chains, ensuring recycling and circular solutions as well as the decarbonization of other sectors. Since the launch of this initiative, FREYR has been approached by a broad range of other multinational companies from various sectors expressing interest in joining the coalition.

•Construction of Giga Arctic continues to proceed at a measured pace in anticipation of a potential Norwegian response to the IRA. FREYR spent $64.3 million on previously authorized capital expenditures in 2Q 2023, approximately 84% of which were allocated to Giga Arctic.

•FREYR continues to make significant progress developing its global supply chain by evaluating, pursuing, advancing, and signing raw materials agreements with its growing network of partners. In accordance with the Company’s plan to develop Giga Arctic and Giga America in parallel while localizing supply chains, FREYR is expanding existing relationships with suppliers to include U.S. plant development and pursuing backup and alternative sources of key material inputs.

Overview of Financial Results

•FREYR reported a net loss attributable to ordinary shareholders for the second quarter of 2023 of $(25.3) million, or $(0.18) per diluted share compared to net income for the second quarter 2022 of $4.7 million or $0.04 per diluted share. The net loss in the second quarter of 2023 was due to corporate overhead, spending to support FREYR's projects and business development activities, and research and development spending, partially offset by gains on foreign currency transactions.

•As of June 30, 2023, FREYR had cash, cash equivalents, and restricted cash of $383.8 million.

Business Outlook

FREYR is focused on advancing the following strategic mandates and milestones:

•Execute the recently initiated testing program for Nidec, integrate production line equipment modules to reach fully automated production of cells and modules, and ramp production of testable batteries. The capability to produce sample cells from the CQP is expected to accelerate and cement customer dialogues, fortify FREYR’s competitive position, demonstrate the scalability of the 24M manufacturing process, and satisfy key technical performance milestones for financing purposes.

•Complete the project-level equity raise for Giga America with strategic and prospective financial partners, reach Final Investment Decision for Phase 1a of Giga America, and commence construction before year-end 2023. The fast-tracked development of Giga America is intended to accelerate the Company’s expansion in the U.S. to address customer inquiries for fit-for-purpose ESS solutions and to maximize the financial impact of the IRA along with state and local tax incentive packages.

•Finalize the redomiciling process to the United States by year-end 2023. The redomiciling to the U.S. is expected to dramatically enhance FREYR’s eligibility for inclusion in equity indexes and trigger associated benchmarking from actively managed funds, thereby delivering a significant uplift in fund flows to FREYR’s common equity.

•Leverage the appointment of Birger Steen as Chief Executive Officer and other ongoing recruiting initiatives to execute FREYR’s technology leadership strategy. As previously communicated, FREYR intends to accelerate the development of its proprietary, in-house development of AI and digitally enhanced simulation systems. Battery design and production represent the next frontier in AI-supported

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production with the potential to dramatically improve future battery cell performance, as well as testing and production lead times in deep collaboration with globally leading companies.

•Advance and/or finalize FREYR’s various capital formation initiatives in parallel with cooperation from leading strategic, financial, and government stakeholders. FREYR’s intensifying financing processes include prospective project level investment discussions; engagement with the U.S. DOE to secure financial assistance packages; advancing the Giga Arctic project financing; and a range of industrial partnership opportunities.

•Advance discussions that will further FREYR’s ambition to be an industrial scaling partner of choice for leading complementary technology platforms that target distinct and additional end market applications across the ESS, passenger EV, and commercial electric mobility markets.

•Continue to broaden and augment FREYR’s value proposition with the intention to maximize sustainable long-term shareholder value and enhance the Company’s competitive position. Key objectives in accordance with this strategy are to continue to forge new strategic and financial partnerships that advance and accelerate the Company’s industrialization plan and capital formation.

Presentation of Second Quarter 2023 Results

A presentation will be held today, August 10, 2023, at 8:30 am Eastern Daylight Time (2:30 pm Central European Time) to discuss financial results for the second quarter 2023. The results and presentation material will be available for download at https://ir.freyrbattery.com.

To access the conference call, listeners should contact the conference call operator at the appropriate number listed below approximately 10 minutes prior to the start of the call.

Participant conference call dial-in numbers:

United Kingdom: +44 20 4587 0498
United States: 1 (646) 787 9445

Spain: +34 919 01 16 44

Germany: +49 32 221098334

Sweden: +46 10 884 80 16

Switzerland: +41 22 518 90 26

The participant passcode for the call is: 424929

A webcast of the conference call will be broadcast simultaneously at https://freyr.eventcdn.net/events/q2-2023-earnings-conference-call on a listen-only basis. Please log in at least 10 minutes in advance to register and download any necessary software.

A replay of the webcast will be available at https://ir.freyrbattery.com/events-and-presentations/Events-Calendar/default.aspx.

***

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 clean 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. To learn more about FREYR, please visit www.freyrbattery.com.

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Investor contact:

Jeffrey Spittel

Vice President, Investor Relations

jeffrey.spittel@freyrbattery.com

Tel: (+1) 281-222-0161

Media contact:

Katrin Berntsen

Vice President, Communication
katrin.berntsen@freyrbattery.com
Tel: (+47) 920 54 570

Cautionary Statement Concerning Forward-Looking Statements

All statements, other than statements of present or historical fact included in this presentation, including, without limitation, the development, financing, construction, timeline, capacity, and other usefulness of FREYR’s CQP, Giga Arctic, Giga America, and other planned or future production facilities or Gigafactories (collectively, the “FREYR Facilities”); the achievement of key milestones at the CQP, including initial testing program for Nidec; the potential success of any ongoing financing processes, including the targeted Giga America project equity raise of up to $1 billion in early Q4 2023, the application with the U.S. Department of Energy Loan Programs Office under Title XVII for Giga America Phase 1b, and the formalization by the Norwegian Government financing institutions of Giga Arctic incentives package; FREYR’s plan to redomicile to the U.S. by year-end 2023 and any anticipated benefits of such change; the projection that the European LFP market is likely to remain undersupplied into 2030; the integration of AI and other next-generation technologies to battery manufacturing; the anticipated Norwegian response to the U.S. Inflation Reduction Act (“IRA”) and FREYR’s ability to secure the Norwegian government’s support for Giga Arctic, including the formalization of a financial support package; the accelerated development of Giga America, including FREYR’s ability to raise $1 billion of project-level equity and receive U.S. Department of Energy loan and grant support, secure pre-construction and construction permits and operations approvals, procure equipment, negotiate utilities contracts, and start construction in 4Q 2023; FREYR’s ability to achieve giga scale production through participation in IRA incentives and any potential benefits of the IRA; the strong interest from potential strategic, industrial and financial partners at project levels to provide financing; FREYR’s ability to balance speed of capital deployment with commitment to a strong liquidity profile; FREYR’s delivery of first sample cells to Nidec for testing; the predicted persistence of a deep market short for ESS solutions; FREYR’s ability to deliver technology validation, capital formation, and industrial partnerships; the progress and expected outcomes of FREYR’s industrialization plans and project financing are forward looking statements.

These forward-looking statements involve significant risks and uncertainties that could cause the 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 Securities and Exchange Commission on September 1, 2022, and (ii) FREYR’s annual report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023, and 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.

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FREYR BATTERY

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

(Unaudited)


	June 30, 2023		December 31, 2022

ASSETS
Current assets:
Cash and cash equivalents	$	334,364	$	443,063
Restricted cash	49,425		119,982
Prepaid assets	4,250		8,293
Other current assets	6,845		8,117
Total current assets	394,884		579,455

Property and equipment, net	320,007		210,777
Intangible assets, net	2,888		2,963
Long-term investments	22,628		—
Convertible note	—		19,954
Right-of-use asset under operating leases	23,431		14,538
Other long-term assets	9		11
Total assets	$	763,847	$	827,698

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	20,162	$	6,765
Accrued liabilities and other	32,510		51,446


Share-based compensation liability	4,570		4,367
Total current liabilities	57,242		62,578

Warrant liability	34,939		33,849
Operating lease liability	18,632		11,144
Other long-term liabilities	20,145		—

Total liabilities	130,958		107,571

Commitments and contingencies

Shareholders’ equity:
Ordinary share capital, no par value, 245,000 ordinary shares authorized, and 139,854 and 139,705 ordinary shares issued and outstanding, respectively, as of both June 30, 2023 and December 31, 2022	139,854		139,854
Additional paid-in capital	777,813		772,602
Treasury stock	(1,041)		(1,041)
Accumulated other comprehensive (loss) income	(45,049)		9,094
Accumulated deficit	(241,062)		(203,054)
Total ordinary shareholders' equity	630,515		717,455

Non-controlling interests	2,374		2,672
Total equity	632,889		720,127

Total liabilities and equity	$	763,847	$	827,698

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FREYR BATTERY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In Thousands, Except per Share Amounts)

(Unaudited)


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Operating expenses:
General and administrative	$	27,631	$	28,150	$	57,633	$	52,764
Research and development	6,365		3,082		11,209		5,941
Share of net loss of equity method investee	30		296		55		463
Total operating expenses	34,026		31,528		68,897		59,168
Loss from operations	(34,026)		(31,528)		(68,897)		(59,168)

Other income (expense):
Warrant liability fair value adjustment	(2,556)		33,392		(1,151)		24,704

Convertible note fair value adjustment	—		270		1,074		491
Interest income, net	1,755		14		4,758		29

Foreign currency transaction gain	7,711		1,421		23,759		1,090
Other income, net	1,851		1,102		2,492		2,618
Total other income (expense)	8,761		36,199		30,932		28,932
(Loss) income before income taxes	(25,265)		4,671		(37,965)		(30,236)
Income tax expense	(138)		—		(341)		—
Net (loss) income	(25,403)		4,671		(38,306)		(30,236)
Net loss attributable to non-controlling interests	121		—		298		—
Net (loss) income attributable to ordinary shareholders	$	(25,282)	$	4,671	$	(38,008)	$	(30,236)

Weighted average ordinary shares outstanding:
Basic	139,705		116,830		139,705		116,842
Diluted	139,705		119,250		139,705		116,842

Net (loss) income per share:
Basic	$	(0.18)	$	0.04	$	(0.27)	$	(0.26)
Diluted	$	(0.18)	$	0.04	(0.27)		(0.26)

Other comprehensive income (loss):
Net (loss) income	$	(25,403)	$	4,671	$	(38,306)	$	(30,236)
Foreign currency translation adjustments	(20,425)		(7,791)		(54,143)		(7,458)
Total comprehensive loss	$	(45,828)	$	(3,120)	$	(92,449)	$	(37,694)
Comprehensive loss attributable to non-controlling interests	121		—		298		—
Comprehensive loss attributable to ordinary shareholders	$	(45,707)	$	(3,120)	$	(92,151)	$	(37,694)

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FREYR BATTERY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)


	Six months ended June 30,
	2023		2022
Cash flows from operating activities:
Net loss	$	(38,306)	$	(30,236)
Adjustments to reconcile net loss to cash used in operating activities:
Share-based compensation expense	5,201		2,923
Depreciation and amortization	732		186

Reduction in the carrying amount of right-of-use assets	491		746
Warrant liability fair value adjustment	1,151		(24,704)

Convertible note fair value adjustment	(1,074)		(491)
Share of net loss of equity method investee	55		463

Foreign currency transaction net unrealized gain	(23,247)		(2,113)
Other	145		—
Changes in assets and liabilities:
Prepaid assets and other current assets	2,834		(12,663)

Accounts payable, accrued liabilities and other	19,967		15,902



Operating lease liability	(2,669)		(443)
Net cash used in operating activities	(34,720)		(50,430)

Cash flows from investing activities:
Proceeds from property related grants	—		4,874
Purchases of property and equipment	(128,361)		(26,420)
Investments in equity method investee	(1,655)		(3,000)
Purchases of other long-term assets	(1,000)		—
Net cash used in investing activities	(131,016)		(24,546)

Cash flows from financing activities:
Repurchase of treasury shares	—		(1,052)





Net cash used in financing activities	—		(1,052)

Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash	(13,520)		(1,235)
Net decrease in cash, cash equivalents, and restricted cash	(179,256)		(77,263)
Cash, cash equivalents, and restricted cash at beginning of period	563,045		565,627
Cash, cash equivalents, and restricted cash at end of period	$	383,789	$	488,364

Significant non-cash investing and financing activities:
Accrued purchases of property and equipment	$	23,085	$	13,026


Reconciliation to condensed consolidated balance sheets:
Cash and cash equivalents	$	334,364	$	484,204
Restricted cash	49,425		4,160
Cash, cash equivalents, and restricted cash	$	383,789	$	488,364

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2Q 2023 Conference Call August 10, 2023

Important notices ✓ [Reserve space for potential new member] ✓ Steering committee formed ✓ Initial evaluations of commercial opportunities underway 2 Forward looking statements All statements, other than statements of present or historical fact included in this presentation, including, without limitation, the development, financing, construction, timeline, capacity, and other usefulness of FREYR’s CQP, Giga Arctic, Giga Am rica, and other planned or future production facilities or Gigafactories (collectively, the “FREYR Facilities”); the achievement of key milestones at the CQP, including initial testing progra for Nidec; the potential success of any ongoing financing processes, including the targeted Giga America project equity raise of up to $1 billion in early Q4 2023, the application with the U.S. Department of Energy Loan Programs Office under Title XVII for Giga America Phase 1b, and the formalization by the Norwegian Government financing institutions of Giga Arctic incentives package; FREYR’s plan to redomicile to the U.S. by year-end 2023 and any anticipated benefits of such change; the projection that the European LFP market is likely to remain undersupplied into 2030; the integration of AI and other next-generation technologies to battery manufacturing; the anticipated Norwegian response to the U.S. Inflation Reduction Act (“IRA”) and FREYR’s ability to secure the Norwegian government’s support for Giga Arctic, including the formalization of a financial support package; the accelerated development of Giga America, including FREYR’s ability to raise $1 billion of project-level equity and receive U.S. Department of Energy loan and grant support, secure pre-construction and construction permits and operations approvals, procure equipment, negotiate utilities contracts, and start construction in 4Q 2023; FREYR’s ability to achieve giga scale production through participation in IRA incentives and any potential benefits of the IRA; the strong interest from potential strategic, industrial and financial partners at project levels to provide financing; FREYR’s ability to balance speed of capital deployment with commitment to a strong liquidity profile; FREYR’s delivery of first sample cells to Nidec for testing; the predicted persistence of a deep market short for ESS solutions; FREYR’s ability to deliver technology validation, capital formation, and industrial partnerships; the progress and expected outcomes of FREYR’s industrialization plans and project financing are forward looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the 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 Securities and Exchange Commission on September 1, 2022, and (ii) FREYR’s annual report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023, and 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.

2Q key messages 3 Relentless focus on growing FREYR’s business through operational execution, capital formation and converting commercial opportunities On track to achieve key milestones at the CQP • Initial testing program for Nidec underway • On track to produce and validate fully automated cells during 4Q 2023 Announcing appointments to FREYR’s management team and Board of Directors • Former Microsoft executive Birger Steen joins FREYR as new CEO and Board member • Tom Einar Jensen appointed Executive Chair of FREYR’s Board of Directors • Founder and Executive Chair Torstein Dale Sjøtveit has retired • Adding deep technology sector expertise and leadership bandwidth to accelerate strategic initiatives and development of FREYR’s business plan FREYR to redomicile to the United States by year-end 2023 • Dramatically expands FREYR’s eligibility for equity index inclusion and associated passive and active investment • Aligns Giga America with incentives under the Inflation Reduction Act and the US DOE • Further aligns corporate governance with operational, organizational and financing priorities while preserving European strategy CQP progress driving Giga America equity raise, US DOE process and project financings • On track to execute up to $1 billion Giga America project equity raise in early 4Q 2023, driving Phase 1a FID by year end • Launched application process with the US Department of Energy Loan Programs Office under Title XVII for Giga America Phase 1b • Process initiated with Norwegian Government financing institutions to formalize Giga Arctic incentive package; awarded €100 MM grant from EUIF European LFP market likely to remain undersupplied into 2030 • Recently commissioned report from Rystad Energy presents constructive outlook for fit-for-purpose ESS solutions based on LFP chemistries • Forecast underpinned by 1.6-degree demand scenario, regional security of supply requirements and constrained projected growth of localized European production

New appointments to FREYR’s management and Board 4 Birger Steen joins FREYR as CEO and Board member; Tom Jensen appointed Executive Chair of FREYR’s Board of Directors Addition of deep technology sector expertise aligns with FREYR’s strategic ambitions • FREYR aspires to be a technology leader in the battery industry • Newly appointed CEO Birger Steen brings years of leadership and Board experience with advanced technology and semiconductor applications at Microsoft, Nordic Semiconductor, Parallels Inc., and McKinsey & Co. • Integration of AI and other next-generation technologies to battery manufacturing are intended to be a source of competitive differentiation for FREYR People and process to drive FREYR’s next phase of growth Enhances leadership bandwidth to pursue and accelerate critical initiatives • Speed is a core strategic tenet of FREYR’s business plan • Augments managerial capacity and talent available to address breadth of opportunities in ESS, EV, and commercial mobility • Tom Einar Jensen will spearhead business development, capital formation, and commercial efforts as Executive Chair of FREYR’s Board of Directors • Positions FREYR for development of megaprojects, capital formation, maturation of ETAC, and other key priorities in parallel

CQP update 5 Ramp up of process automation and cell production on track with plan communicated at Capital Markets Day Progress Plan/Key Milestones First cells assembled and charged: June 25th, 2023 • Manual casting and merging • All else automated Additional progress following CMD: • Additional PLE commissioning packages completed • Testing of mechanical processes via cell production with solvent slurry • Testing program for Nidec underway Sample production targets: 3Q/4Q 2023 • All processes automatic • Improve yields and uptime • Targeted approval of first samples Fully integrated production line: 4Q 2023 • Target approval of operating parameters Continuous improvements: 1Q 2024 CQP Production Plan: 3Q 2023 – 1Q 2024 Sample production Start continuous casting Increasing production speed and quality Stabilizing and validating giga scale 0 1 2 3 4 5 6 7 - 500 1,000 1,500 2,000 2,500 Sept Sept Oct Oct Oct Nov Nov Dec Dec Jan Jan Feb Feb Mar Mar Mar P ro d u c ti o n L in e S p e e d ( M e te rs /m in u te ) # o f C Q P c e lls p ro d u c e d p e r w e e k TARGET - # Good cells TARGET - # All Cells Forecasted Line speed

Government support for Giga Arctic 6 EU grant secured with formalization of Norwegian support package expected to follow EU Innovation Fund grant ✓ FREYR announced a € 100 million grant award from the EU Innovation Fund (“EUIF”) on July 17th ✓ The grant is expected be funded during the construction period of Giga Arctic and once operational through GHG avoidance ✓ Recognition of the geostrategic and climate-related importance of establishing localized, decarbonized battery value chains in European Economic Area Update on anticipated IRA response from Norwegian Government • On June 30th, representatives from the Norwegian Government highlighted support for local battery value chain development as part of next phase of Norway’s Green Industrial Initiative • Announcement followed Minister of Trade and Industry Jan Christian Vestre’s appearance at FREYR’s Capital Markets Day • Constructive and cooperative dialogue ongoing between FREYR and Minister’s office • FREYR is working together with Norwegian Governmental institutions to formalize an incentive package for Giga Arctic • Ratification of support package anticipated in concert with State Budget Announcement in October 2023 Recognition of Giga Arctic’s strategic value proposition as future regional hub of decarbonized battery production

Giga Arctic update 7 Maintaining real option value in anticipation of Norwegian IRA response Construction progressing according to plan • Deployed $54 million of capital expenditures at Giga Arctic during 2Q 2023 • Finalizing the weatherization of north and east buildings • Next phase of construction predicated upon financial incentives associated with expected Norwegian IRA response Reorganization of project teams complete • Combined CQP and Giga Arctic teams to leverage learnings from the CQP • PLE resources to be shared on Giga America • Enhances cost and operational efficiencies Giga Arctic: August 3rd, 2023

10.08.20238 Frank Holvik, Construction Manager

Giga America update 9 Phase 1a status • Presentations to select strategic and prospective financial sponsors ongoing • Seeking to raise $1 billion of project-level equity • Permitting for pre-construction, construction, and ongoing operations approvals are underway • There are no concerns that permits will impede progress or become critical path • Accelerated schedule to support Gen2, design protecting for future upgrade to next-generation process design • Detailed equipment engineering and planning for procurement of long lead equipment has begun • Front-End Engineering Design initiated with Building & Infrastructure engineering and architecture team • Electric utilities contract negotiations are nearing completion • Applications in process under U.S. DoE funding programs • Targeting FID and start of construction in 4Q 2023

Giga America project summary 10 Targeting 4Q 2023 FID of Phase 1a to maximize IRA incentives and capture surging ESS demand U.S. development plan summary • Seeking to begin long-lead time orders in 3Q 2023 • Targeting Phase 1a FID and start of construction in 4Q 2023 Phase 1a: • Initial 2.5 GWh cell to DC block production capacity Phase 1b: • Quickly follow 1a with a larger cell plant and an upgrade to the 2-line plant for a total of ~38 GWh capacity in 2026 Subsequent phases are expected in include highly value accretive upstream and additional downstream expansion, including cathode active material production Value of fast-tracked U.S. development • Fastest path to giga scale production and participation in IRA incentives • Focused on developing financing through pull-forward monetization of IRA PTCs with project level equity from strategic and/or financial sponsors • Potential to circumvent lengthy project financing process in Phase 1a • Provides flexibility to maximize merchant sales exposure in undersupplied ESS market Projected NPVs for Phases 1a and 1b: • Phase 1a: $1.3 billion(1) • Phase 1b: $6.7 billion IRA Benefit: $3 billion of total projected $8 billion NPV(2) Giga America Phase 1b Nameplate Capacity 38 GWh Giga America Phase 1a Nameplate Capacity 2.5 GWh (1) Includes upgrade and allocated corporate costs and taxes. (2) Shown as NPV10.

IRA incentives – significant and simple US IRA is a game-changer for the battery manufacturing industry • Raw materials can come from anywhere, batteries and modules must be produced in the US, and product can be sold anywhere • Annual Production Tax Credits are transferable (saleable), and cash payments can be received for 5 years directly from the IRS ("direct-pay option") • Based on Giga America's planned 38 GWh nameplate capacity and operating plan after full ramp-up, FREYR would generate >$1.4 billion per year in additional cash flow from IRA incentives for battery cell and module production 11 Section 45X is the most impactful to FREYR United States → Giga America $35 / kWh Battery cell production tax credit $10 / kWh Battery module production tax credit 10% Separate tax credits for critical materials and active cathode / anode materials Benefits run through 2032, plus a 5-year direct pay option Inflation Reduction Act 24M brings U.S.-based technology Norwegian industrial heritage plus American ingenuity Growth in key demand center amplified by IRA ~$410 million gross financial incentive package from State of Georgia and Coweta County for Giga America FREYR customers can claim 30%+ ITC on stand-alone BESS projects driving increased demand

FREYR is redomiciling to the U.S. 12 FREYR’s Board has approved redomiciling from Luxembourg to the U.S. by year-end 2023 Dramatically expands opportunity for equity index inclusion • FREYR’s index membership meaningfully lags closest peers (estimated 3% of holdings vs. peer average of 20 – 25%) • Significant potential buying power from index funds identified and actively managed funds benchmarking indices (estimated 10 – 45% of FREYR’s current market cap.) Benefits of redomiciling corporate entity in U.S. Enhances corporate governance • U.S. companies benefit from longstanding and court validated corporate governance standards • Reduces bureaucracy associated with certain capital raising activities and provides better flexibility for Board of Directors • Robust disclosure and transparency Strategic alignment • FREYR is U.S. listed with a significant portion of the company’s investors based in the U.S. • The US has the world's most generous incentive programs for battery manufacturers: the IRA, the DoE Loan Programs Office and DoE federal grant programs • Giga America is the largest and highest return project opportunity in FREYR’s portfolio which will serve the world's biggest market • No impact to European strategy or opportunities Targeting 4Q 2023 shareholder vote to complete the process

Financial results 13 Maintaining a strong liquidity profile while financing activities accelerate with CQP milestones Strong Liquidity and Balance Sheet • Ended 2Q 2023 with $384 million of cash • 2023 CapEx focused on CQP completion and Giga Arctic • Giga America development costs and US team buildout ongoing Capital Allocation Priorities • CQP and Test Center ramp up, production of testable batteries, operational milestones – to secure binding offtakes and financing • Accelerate Giga America to capture US IRA PTCs • Ready Giga Arctic for next phase of development FREYR’s Strategic Approach to Capital Formation • Strong interest from potential strategic, industrial and financial partners at project levels; discussions ongoing • Engaging with relevant governmental entities to access financing solutions including direct loans, grants, and incentive packages • Access debt as projects de-risk FREYR YTD 2023 Cash Bridge Note: Cash includes cash, cash equivalents and restricted cash: amounts may not reconcile due to rounding.

Integrated financing strategy Key strategic priorities and milestones driving capital formation 14 Financing Strategic, government, bank, public and private sources Opportunities across the capital structure Commercial Develop ESS application specific products (cells vs. turnkey) EV applications Energy Transition Acceleration Coalition CQP: testable battery production Bankable binding offtake agreements Industrial Raw materials supply chain PLE suppliers B&I contractors Project Execution & Operations Excellence teams CQP: training and safety Technology 24M licenses CQP: de-risk 24M production process at scale CQP: SemiSolidTM R&D (process and product) Conventional technology partnerships Emerging technology partners

Update on financing initiatives Key capital formation activities proceeding in parallel on back of CQP performance • $1 billion of common equity raised (2021, 2022) • Balancing speed of capital deployment with commitment to strong liquidity profile • $384 million 2Q 2023 cash balances Corporate Financing Giga Arctic Financing • Traditional debt project financing making continued progress on due diligence and documentation (ECAs, EIB, NIB, banks) • Awarded EUIF €100 million grant; participating in additional government grant processes (Europe and Norway) • Norwegian IRA response key to global competitiveness and capital structure, and drives timing for next phase of construction Giga America Financing • Project level equity raise in process (for Phase 1a) targeting $1 billion • DoE LPO Title XVII application (to finance Phase 1b) process has commenced; Part 1 draft sent to DOE (leveraging Phase 1a equity) • Traditional project financing process starting in parallel (same requirements as DoE – offtake, supply chain, technical risk mitigation, etc) • All financing initiatives bolstered by U.S. IRA (45X Production Tax Credits) and State and County grants and tax abatements Multiple sources of financing available – banks, governments, strategic partners, private capital, public capital 15

Deep market short for ESS solutions is likely to persist 16 A cell is not a cell: increasing differences between EV and ESS cells 352x72x207 mm 560 Ah 174x72x207 mm 280 Ah ESS LFP dominates Cells keep getting bigger EVs NMC dominates Cells increasingly specialized LG pouch Future market “standard”? Different spec requirements Current market “standard” High power (up to 5C) Low power (0.25-2C) High energy density Energy density less important 1-2,000 cycles 5-10,000 cycles Cost less important Low cost is critical BYD Blade Tesla & BMW

Deep market short for ESS solutions is likely to persist 17 Global undersupply of LFP in a 1.6 DG demand, in 1.8 DG net import need exceeds export potential in 2030 Sources: Rystad Energy research and analysis; BatteryCube Net LFP import need and export capacity by region: 1.6 and 1.8-degree demand scenarios GWh • LFP undersupplied globally through 2030 In a 1.6-degree scenario. In 2025, Europe, United States and Rest of World are net importers, with China as the only exporting region. From 2028 and onwards, China is also dependent on increased production to meet demand. • In the 1.8-degree demand scenario the expected Chinese and American oversupply of LFP cells will cover the global import need until 2028. In 2030 however, the import need is expected to exceed the export potential. • The US becomes a net exporter of LFP in 2028 in 1.8 DG scenario. This is due to a strong uptick in expected production from the region. • The differences between the two graphs shows that the supply- demand balances are considerably dependent on the demand development going forward. 1.6 DG scenario 1.8 DG scenario 57 184 253 77 62 68 66 301 621 110 22 294 199 110 569 0 1236 0 0 200 400 600 800 1000 1200 1400 Import need Export capacity Import need Export capacity Import need Export capacity 28 105 129 32 60 114 43 195 399 237 293 173 103 237 299 352 528 286 0 100 200 300 400 500 600 700 800 900 1000 Import need Export capacity Import need Export capacity Import need Export capacity Europe United States China Rest of World 2025 2028 2030 2025 2028 2030

FREYR’s catalyst rich 2H 2023 equity story 18 Advancing towards milestones to deliver technology validation, capital formation, and industrial partnerships CQP: ramp of process automation, cell production, and operating parameters to unlock financings and commercial progress Giga America: focused on completing project-level equity raise with strategic and financial partners with targeted investment decision Government support: working with key stakeholders in U.S., Norway, and EU to maximize economic competitiveness and financial returns of projects ETAC: formalize participation of new partners across the technology, industrial, transportation, and energy complexes Expected H2 2023 catalyst triggers:

Q&A 1 9

Cover	Aug. 10, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Aug. 10, 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