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): December 7, 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 November 13, 2023, FREYR Battery (the “Company” or “FREYR”) released a letter to shareholders from its Executive Chairman and Co-Founder, Tom Jensen, and its Chief Executive Officer, Birger Steen. One of the commitments made in the letter was that certain members of the management team and board of directors would purchase Company shares in the open market. In line with the Company’s policies, the Company allowed management and directors to purchase Company ordinary shares beginning November 30, 2023. As of December 7, 2023, the directors and officers mentioned in the table below had purchased an aggregate of 240,000 Company ordinary shares, and had the following direct ownership of Company ordinary shares:


Name	Title	Shares Purchased	Total Shares Held After Purchase
Tom Einar Jensen	Executive Chair and Co-Founder	60,000	1,590,953
Peter Matrai	Director	60,000	1,181,326
Birger Steen	Chief Executive Officer and Director	60,000	60,000
Oscar K. Brown	Chief Financial Officer	60,000	60,000
		240,000	2,892,279

Assuming FREYR’s previously announced process to redomicile from Luxembourg to the U.S. is approved at the extraordinary general meeting of shareholders to be held on December 15, 2023, FREYR expects to be subject to the insider reporting requirements of section 16 of the Securities Exchange Act of 1934 (the “Act”) as of January 2024. FREYR disclaims any duty to update the above disclosures regarding insider purchases and ownership of the Company’s ordinary shares, outside of its requirements under the Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description


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: December 7, 2023	By:	/s/ Are L. Brautaset
	Name:	Are L. Brautaset
	Title:	Chief Legal Officer

Cover	Dec. 07, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 07, 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