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): November 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 7.01. Regulation FD Disclosure.

On November 13, 2023, FREYR Battery (“FREYR” or the “Company”) issued a press release announcing that it has published a letter to shareholders co-authored by Co-Founder and Executive Chairperson Tom Einar Jensen and Chief Executive Officer Birger Steen in connection with the extraordinary general meeting of shareholders to be held on December 15, 2023, with respect to its previously announced process to redomicile from Luxembourg to the U.S., which is attached hereto as Exhibit 99.1.

The information in this item 7.01, including Exhibits 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act nor shall it be deemed incorporated by reference in any filling under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release, dated November 13, 2023.
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: November 15, 2023	By:	/s/ Oscar K. Brown
	Name:	Oscar K. Brown
	Title:	Group Chief Financial Officer

Exhibit 99.1

News Release

FREYR Battery Publishes Shareholder Letter

New York, Oslo and Luxembourg, November 13, 2023, FREYR Battery (NYSE: FREY) (“FREYR”) has published a letter to shareholders co-authored by Co-Founder and Executive Chairperson Tom Einar Jensen and Chief Executive Officer Birger Steen. The content of the shareholder letter, which is posted to the investor relations section of FREYR’s website, is also included below:

Dear Shareholders,

We, Tom Einar Jensen, and Birger Steen, are writing to you today to encourage you to participate and vote at our upcoming Extraordinary General Meeting (“EGM”) on December 15, 2023, in connection with our previously announced process to redomicile from Luxembourg to the U.S. The decision to redomicile to the U.S., which is home to the world’s deepest capital markets, is aligned with FREYR's strategy, the development of Giga America, and intended to add value for our shareholders, the majority of whom are based in the U.S.

Following our third-quarter results, we are also writing to reiterate our commitment to executing and generating long-term value for shareholders through a recap of our value proposition and our Board and management team’s commitment to FREYR’s mission.

We started FREYR with the vision to create an independent western producer of clean battery solutions by developing an industrialization partner of choice strategy. At our inception, we went through a rigorous technology selection process that ultimately yielded our partnership with 24M Technologies Inc. (“24M”). The 24M Technology offers a potential step change in performance and cost when operating at GWh scale. The expected advantages stem from thicker and potentially larger electrodes, potentially smaller factory footprints and lower capex, less energy consumption and fewer operators compared to conventional technology when operating at GWh scale.

We complemented this approach with an ambition to take select minority positions up and down the value chain and, when value accretive, to diversify our technology footprint to unlock new commercial opportunities and funding avenues. Here is where we stand today in the development of our strategy:

24M SemiSolid™ batteries work and are already industrialized. 24M batteries are already commercially introduced and therefore entail less technological risk than many other unconventional next generation technology options. Kyocera, another 24M licensee, have been commercially producing 24M SemiSolid™ batteries since 2019. 24M, FREYR and several of the 24M licensees have demonstrated that SemiSolid™ batteries work across different chemistries, electrode sizes and with next-generation materials. As of right now, FREYR has already semi-automatically made functional 24M pouch batteries at the Customer Qualification Plant (“CQP”) and at our technology centers in Trondheim, Norway and Fukuoka, Japan.

The CQP will demonstrate and unlock the 24M platform at GWh scale. The benefits of producing SemiSolid™ batteries are expected to be demonstrated at the CQP through producing at a higher speed, larger scale, and size than any other 24M licensee has done before, while maintaining satisfactory yields and equipment uptime. Although the process of completing commissioning is taking longer than we initially envisioned, our confidence is founded in the achievements our teams have already made; 1) all the production line equipment units are successfully installed, 2) 87% of the commissioning is complete, and 3) we have semi-automatically made and successfully charged and discharged multiple batteries in the plant.

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

Exhibit 99.1

We believe that the remaining challenges are not fundamental in nature but require highly accurate software/hardware alignment and more iterations and debugging than we originally anticipated. At this advanced stage of commissioning at the CQP, we are connecting, integrating, and tuning the production line equipment to enable the continuous flow of materials through the entire system at high speed. We will continue to solve these challenges and report progress from the CQP to our shareholders including 3rd party progress reports.

Our pursuit of a conventional partnership is consistent with FREYR’s industrialization strategy and a potentially faster path to first revenues. Since our inception, our strategy has been to build FREYR into an industrialization partner of choice with offerings across the technology spectrum and at multiple points of the value chain. Based on the opportunities we are seeing, a conventional technology partnership is a viable path to potentially accelerating FREYR’s timeline to achieve first production and revenues, and to diversify into additional end markets.

FREYR’s customers, partners and vendors are committed to our industrialization journey. Our world-class partners, who operate across multiple segments of the battery value chain, recognize the impact we can have in the industry as an independent western provider of clean battery solutions. They stand with us as we scale up 24M and pursue our conventional technology strategy in parallel to develop gigafactories while we gradually establish a decarbonized supply chain.

We are re-aligning our organizational structure with our strategy and highest priority projects. In our respective new roles as Executive Chairperson and CEO, we are implementing changes designed to strengthen and expedite our ability to execute on our vision.

FREYR’s Board of Directors and management are demonstrating our commitment to FREYR’s mission by re-investing in our company. We are as confident as ever in our ability to build FREYR into a diversified global producer of clean battery solutions. Today, we are demonstrating that confidence and our commitment to you as certain members of our management team and board informed us of their intention to acquire common stock in our company in the open market. The details of such purchases will become available through SEC filings posted to the IR section of our website.

As we look toward the future, we see the U.S. as core to our strategy as we pursue the opportunities available under the Inflation Reduction Act. We look forward to capitalizing on the favorable legislative environment, strong capital markets, deep talent pool and proximity to natural resources in the U.S. and ask for your support and participation in voting for the redomiciliation.

We are excited to execute against our value proposition to create an independent, western producer of clean battery solutions. We are grateful for your support, we are determined to reward your confidence, and we are excited to deliver on FREYR’s mission together.

Tom Einar Jensen Birger Steen

Chairperson and Co-Founder Chief Executive Officer

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

Exhibit 99.1

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.

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 letter, including, without limitation, any potential benefits of redomiciling to the U.S.; the development, financing, construction, timeline, capacity, and other usefulness of FREYR Battery’s (“FREYR”) production facilities or gigafactories; FREYR’s successful partnership with 24M Technologies Inc. (“24M”); FREYR’s ability to complete commissioning of its Customer Qualification Plant (“CQP”) and to achieve the targeted improvements, including producing SemiSolid™ batteries at speed and scale while maintaining satisfactory yields and equipment uptime; FREYR’s ability to achieve software/hardware alignment with more iterations and debugging and to connect, integrate and tune its production line equipment; FREYR’s ability to scale next generation technology; the 24M platform’s potential to outcompete conventional technology and its ability to lead to better application and end-user products; the acceleration of the energy transition across existing and market verticals; FREYR’s potential to become an industrialization partner of choice with offerings across the technology spectrum and at multiple points of the value chain; a conventional technology partnership’s ability to accelerate FREYR’s timeline to achieve first production and revenue by 2025 and to diversify into additional end markets complementing the initial 24M ESS and lower C-rate mobility market; FREYR’s ability to achieve scale-up of new and conventional technology into gigafactories; the commitment and any potential benefits of FREYR’s partnerships, including with Nidec and Siemens; the sufficiency of FREYR’s liquidity to respond to engineering challenges at the CQP and continue its diversification strategy with prioritized high-impact solutions; any potential benefits of the U.S. Inflation Reduction Act; the implementation and effectiveness of FREYR’s overall business, technology, capital-raising and liquidity strategies; and any potential common stock acquisition by certain members of FREYR’s management team and board of directors are forward-looking statements.

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

Exhibit 99.1

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 (the “SEC”) on September 1, 2022, (ii) FREYR Battery, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 8, 2023 and subsequent amendments thereto filed on October 13, 2023, October 19, 2023 and October 31, 2023, (iii) FREYR’s annual report on Form 10-K filed with the SEC on February 27, 2023, and (iv) FREYR’s quarterly reports on Form 10-Q filed with the SEC on May 15, 2023, August 10, 2023, and November 9, 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 presentation. Should underlying assumptions prove incorrect, actual results and projections could differ materially from those expressed in any forward-looking statements.

FREYR intends to use its website as a channel of distribution to disclose information which may be of interest or material to investors and to communicate with investors and the public. Such disclosures will be included on FREYR’s website in the ‘Investor Relations’ sections. FREYR also intends to use certain social media channels, including, but not limited to, Twitter and LinkedIn, as means of communicating with the public and investors about FREYR, its progress, products, and other matters. While not all the information that FREYR posts to its digital platforms may be deemed to be of a material nature, some information may be. As a result, FREYR encourages investors and others interested to review the information that it posts and to monitor such portions of FREYR’s website and social media channels on a regular basis, in addition to following FREYR’s press releases, SEC filings, and public conference calls and webcasts. The contents of FREYR’s website and other social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

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

Cover	Nov. 13, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 13, 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