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 24, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers.

On November 24, 2023, Olaug Svarva notified the Board of Directors (the “Board”) of FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg (the “Company”), that she will be tendering her resignation as a director of the Company and as a member of its Audit and Risk Committee (the “ARC”). Ms. Svarva was first appointed to the Board on July 9, 2021. Her decision to resign was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices (financial or otherwise). By a resolution of the Board, her resignation became effective on November 24, 2023.

On November 24, 2023, the Board also appointed Jessica Wirth Strine as an independent director of the Company, effective November 24, 2023. In addition, to fill the vacancy on the Board created by Ms. Svarva’s resignation, the Board appointed Jessica Wirth Strine, as a member/chairperson of the ARC effective November 24, 2023. These changes are described in the press release dated November 27, 2023, which is attached hereto as Exhibit 99.1.

Jessica Wirth Strine is the Chief Executive Officer and Managing Partner of Sustainable Governance Partners LLC, an independent corporate advisory firm that she co-founded in 2020. In this capacity, Ms. Strine has served as an external consultant to several public companies on corporate governance, sustainability practices, and investor relations. Prior to founding Sustainable Governance Partners, Ms. Strine served as a Senior Director of Investment Stewardship at The Vanguard Group, from 2018 to 2020. From 2012 to 2017, Ms. Strine was employed by BlackRock, Inc., where she served as an energy sector portfolio manager and director of research within the company’s fundamental active equities business. From 2004 to 2012, Ms. Strine was a sector portfolio manager and equity research analyst at Putnam Investments, where she also co-managed the Global Energy Fund and Global Natural Resources Fund. Prior to this time, from 2001 to 2004, Ms. Strine worked in equity research at Wellington Management Company. Her primary areas of expertise include Investment management, financial analysis, commodities and energy, corporate governance, ESG, and sustainability strategy. Ms. Strine is a graduate of Dartmouth College with a B.A. in Psychological & Brain Sciences, and she holds an M.B.A with a Finance concentration from the Wharton School at the University of Pennsylvania.

The Board believes Ms. Jessica Wirth Strine is qualified to serve on the Company’s Board due to her extensive experience in investment management, financial analysis, corporate governance, ESG, and sustainability strategy.

The Board has determined that Ms. Strine is independent under the New York Stock Exchange’s listing standards and applicable law. There are no arrangements or understandings between Ms. Strine and any other persons pursuant to which Ms. Strine was appointed as a director of the Company. In addition, there are no family relationships between Ms. Strine and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. There are no related party transactions between the Company and Ms. Strine that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Strine is eligible to receive compensation in accordance with the Company’s standard non-employee director compensation program. A description of the Company’s historical compensatory arrangement for non-employee directors is set forth under the heading “Non-Employee Director Compensation” in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2022, which may be adjusted by the Board from time to time. The Company expects that Ms. Strine will enter into the Company's standard form of indemnification agreement for its directors and officers.

Furthermore, on November 24, 2023, the Company made certain leadership changes , as further announced in the press release dated November 27, 2023, which is attached hereto as Exhibit 99.2. As a result of these changes, Mr. Jan Arve Haugan, who has been serving as Chief Operating Officer (“COO”), has stepped down as COO effective from November 24, 2023. Mr. Haugan will serve as a special advisor to the Chief Executive Officer until he leaves the Company on February 29, 2024. The COO resigned in accordance with the termination provisions of his employment agreement by mutual consent.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description


99.1						Press Release, dated November 27, 2023, reporting changes to the Board of Directors.
99.2						Press Release, dated November 27, 2023, reporting FREYR Battery’s new organizational structure.
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 27, 2023	By:	/s/ Are L. Brautaset
	Name:	Are L. Brautaset
	Title:	Chief Legal Officer

Exhibit 99.1

News Release

FREYR Battery Appoints Jessica Wirth Strine to Board of Directors

New York, Oslo, and Luxembourg, November 27, 2023, FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”), a developer of clean, next-generation battery cell production capacity, has announced the appointment of Jessica Wirth Strine to FREYR’s Board of Directors.

Jessica Wirth Strine, a U.S.-based executive with prior experience as a portfolio manager at BlackRock Inc. (NYSE: BLK) and Vanguard Investments, is joining FREYR’s Board of Directors effective immediately. Strine is the Chief Executive Officer and Managing Partner of Sustainable Governance Partners LLC, an independent corporate advisory firm that she co-founded in 2020. In this capacity, she provides strategic counsel to public companies with a focus on corporate governance, sustainability, and investor relations best practices.

After serving as a Board Director since 2021, Olaug Svarva has stepped down from her role as an independent director and a member of the Board of Directors’ Audit and Risk Committee, effective November 24, 2023.

“With the re-domiciliation process to the U.S. underway, this was the right time for me to step down from FREYR’s Board. I wish FREYR and the management all the best in creating a cleaner and more sustainable battery value chain,” remarked Olaug Svarva.

“I am delighted to welcome Jessica Wirth Strine to FREYR’s Board of Directors,” commented Tom Einar Jensen, FREYR’s Co-founder and Executive Chairperson. “Jessica’s deep understanding of the U.S. capital markets, corporate governance standards, and sustainability programs will be instrumental to FREYR’s strategic development in this next chapter of our company’s growth. On behalf of FREYR’s Board of Directors, I also wish to thank Olaug for her invaluable contributions to the company.”

Jessica Wirth Strine brings nearly twenty years of experience in active equity fund management and passive fund stewardship. Prior to forming Sustainable Governance Partners, Jessica was a senior director on the Investment Stewardship team at Vanguard, where she also led an interdisciplinary ESG working group. Jessica also has experience in active equity portfolio management, most recently at BlackRock and previously at Putnam Investments and Wellington Management Company. She holds a B.A. from Dartmouth College, and an M.B.A. from the Wharton School at the University of Pennsylvania.

***

About FREYR Battery

FREYR Battery is a developer of clean, next-generation battery cell production capacity. The company’s mission is to accelerate the decarbonization of global energy and transportation systems by producing clean, cost-competitive batteries. FREYR seeks to serve the primary markets of energy storage systems (“ESS”) and commercial mobility, and the company maintains an ambition to serve the passenger electric vehicles market (“EV”). FREYR’s Customer Qualification Plant (“CQP”) for technology development is in service in Mo i Rana, Norway, and the company is commencing development of the Giga America battery manufacturing project in Coweta County, Georgia, in the U.S. To learn more about FREYR, please visit www.freyrbattery.com.

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

Exhibit 99.1

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 or intended benefits of FREYR’s new organizational and board structure, including FREYR’s ability to execute its strategic development 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 (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.

Investor contact:

Jeffrey Spittel

Head of Investor Relations

jeffrey.spittel@freyrbattery.com

Tel: (+1) 409 599-5706

Media contact:

Amy Jaick

Global Head of Communications
amy.jaick@freyrbattery.com

Tel: (+1) 973 713-5585

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

Exhibit 99.2

News Release

FREYR Battery Announces New Organizational Structure and Leadership Changes

New York, Oslo, and Luxembourg, November 27, 2023, FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”), a developer of clean, next-generation battery cell production capacity, has announced organizational optimizations, including leadership changes intended to align resources with FREYR’s business priorities.

Under FREYR’s new organizational structure, the following members of FREYR’s executive leadership team will assume elevated responsibilities with immediate effect:

•Dr. Andreas Bentzen has been promoted to the role of Chief Technology Officer. Dr. Bentzen, who has been shaping the Company’s technology road map in his previous role as Executive Vice President of Technology, will lead the development of FREYR’s technology strategy and product innovation initiatives.

•Ryuta Kawaguchi will assume the role of Chief Strategy Officer & Technical Fellow, where he will grow FREYR’s team of battery subject matter experts to assist with FREYR’s technology and product development.

•Mike Brose, who has been serving as FREYR’s Senior Vice President of Operations in the U.S., will now lead all of FREYR’s activities in Mo i Rana, including the Customer Qualification Plant (“CQP”), Giga Arctic, and coordination of all FREYR’s functional teams along with vendors, suppliers, and customers. He will report directly to the CEO. In this newly created role to empower the ’Asset Mo’ owner with the autonomy to drive results, Brose will oversee final commissioning and lead the start of automated production and the scale up of the 24M Technologies’ SemiSolidTM platform.

•Amy Jaick, who has been serving as Senior Vice President of U.S. Communications, has been promoted to Head of Global Communications.

•Jan Dahm-Simonsen, who has been serving as Senior Vice President of Human Resources in Norway, will lead FREYR’s global human resources function.

“I am pleased to announce that several of our executives will be taking on additional responsibilities to position FREYR as a U.S. based technology leader in the battery solutions industry. The new organizational structure simplifies interfaces, globalizes our teams, and strengthens our technology focus, including product development and digitalization. We believe our organization is optimized to meet the priorities we set for the coming year, in which we will focus on the CQP as our technology development center in Norway while we establish the U.S. as our core strategic GWh production hub. I am confident that the changes we are implementing will strengthen and expedite our ability to execute on our vision, and I wish to extend my sincere thanks to all our employees for their dedication and commitment to FREYR’s mission,” commented Birger Steen, FREYR’s Chief Executive Officer.

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

Exhibit 99.2

The new organizational structure is intended to generate long-term value for shareholders in accordance with FREYR’s top strategic priorities for 2024, which are:

1.Complete the final stages of commissioning and commence automated production of in-spec, customer-testable cells at the CQP as FREYR pursues continuous product and process development improvements on the 24M SemiSolidTM platform; and

2.Establish the U.S. as FREYR’s primary strategic production hub, driving towards first production at Giga America, and maximize the benefits of the U.S. Department of Energy loan program and the tax credits available under the Inflation Reduction Act.

***

About FREYR Battery

FREYR Battery is a developer of clean, next-generation battery cell production capacity. The company’s mission is to accelerate the decarbonization of global energy and transportation systems by producing clean, cost-competitive batteries. FREYR seeks to serve the primary markets of energy storage systems (“ESS”) and commercial mobility, and the company maintains an ambition to serve the passenger electric vehicles market (“EV”). FREYR’s Customer Qualification Plant (“CQP”) for technology development is in service in Mo I Rana, Norway, and the company is commencing development of the Giga America battery manufacturing project in Coweta County, Georgia, in the U.S. To learn more about FREYR, please visit www.freyrbattery.com.

Cautionary Statement Concerning Forward-Looking Statements

All statements, other than statements of present or historical fact included in this letter, including, without limitation, the development, financing, construction, timeline, capacity, and other usefulness of FREYR Battery’s (“FREYR”) production facilities or gigafactories; FREYR’s ability to complete commissioning of its Customer Qualification Plant (“CQP”) and to achieve targeted improvements and the commencement of automated production of in-spec, customer-testable cells, including continuous process and production improvements on 24M Technologies Inc.’s SemiSolid™ platform; FREYR’s ability to establish the U.S. as its primary strategic production hub; any potential or intended benefits of FREYR’s new organizational structure, including strengthening and expediting FREYR’s ability to execute its vision and its strategic development; the ability of FREYR to optimize its organizational structure to align with its strategic priorities and generate long-term shareholder value; FREYR’s ability to achieve scale-up of new and conventional technology into gigafactories; any potential benefits of the U.S. Department of Energy loan program and Inflation Reduction Act; and the implementation and effectiveness of FREYR’s overall business and technology strategies are forward-looking statements.

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

Exhibit 99.2

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.

Investor contact:

Jeffrey Spittel

Head of Investor Relations

jeffrey.spittel@freyrbattery.com

Tel: (+1) 409 599-5706

Media contact:

Amy Jaick

Global Head of Communications
amy.jaick@freyrbattery.com

Tel: (+1) 973 713-5585

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

Cover	Nov. 24, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Nov. 24, 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