UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 23, 2021

 

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.)

 

412F, route d’Esch, L-2086 Luxembourg

Grand Duchy of Luxembourg

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: 00 352 46 61 11 3721

 

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, no par value   FREY   The New York Stock Exchange
         
Warrants, each whole warrant exercisable for one Ordinary Share for $11.50 per share   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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

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 1.01 Entry into a Material Definitive Agreement.

 

On July 23, 2021, FREYR Battery or its wholly-owned subsidiary (the “Company”) entered into a contract for the provision of a casting and unit cell assembly machine (the “Purchase Agreement”) with Mpac Lambert Limited (“Mpac”). Mpac will supply the casting and unit cell assembly machine for the Company’s customer qualification plant. This will include the design, engineering, construction and installation of such equipment, as well as training of Company personnel. The contract price is approximately $13.8 million, of which 40% is payable upon signing of the contract; 40% is payable upon commencement of building the equipment; 5% is payable when factory acceptance testing is completed and the factory acceptance testing checklist is approved by Mpac and the Company, and 15% is payable when commissioning and site acceptance test are completed and when the site acceptance test checklist is confirmed by the Mpac and the Company. The Company has the option to extend the contract to the Company’s planned Gigafactory 1, subject to the terms and conditions of the Purchase Agreement. The Company also has options to extend the contract to the Company’s planned Gigafactories 2 and 3, subject to negotiation of final pricing, technical specifications, and the other terms and conditions of the Purchase Agreement.

 

The Company may cancel or suspend the contract upon notice at any time. Following such cancellation, the Company shall pay the unpaid balance due to Mpac for the part of the work already performed and for materials ordered prior to the cancellation, and certain other costs and expenses. Mpac may terminate the contract with immediate effect if the Company becomes insolvent or unable to pay debts when due. If the Company breaches the contract, Mpac is entitled to request an adjustment to the contract schedule or price. The contract contains representations, warranties and indemnities that are customary to commercial agreements of this nature.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The Information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

FREYR Battery announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, FREYR Battery’s website (www.freyrbattery.com), its investor relations website (ir.freyrbattery.com/overview/), and its news site (ir.freyrbattery.com/ir-news). FREYR Battery uses these channels, as well as social media, including its Twitter account (@FREYRBattery), LinkedIn account (www.linkedin.com/company/freyrbattery), and Youtube page (https://www.youtube.com/channel/UCo0NLMtaYsf2HfnDe6XtFLw), to communicate with investors and the public news and developments about FREYR Battery and other matters. Therefore, FREYR Battery encourages investors, the media, and others interested in FREYR Battery to review the information it makes public in these locations, as such information could be deemed to be material information.

 

Item 8.01 Other Events.

 

On July 26, 2021 FREYR Battery issued a press release announcing that the Company entered into the Purchase Agreement with Mpac. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
99.1 Press Release, dated July 26, 2021

 

 

 

 

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
     
  By: /s/ Steffen Føreid
    Name:  Steffen Føreid
    Title: Chief Executive Officer
     
Dated: July 26, 2021    

 

 

 

 

Exhibit 99.1 

 

 

 

News Release

 

FREYR Battery Chooses Mpac Lambert for Supply of Battery Cell Assembly
Equipment Package to Customer Qualification Plant

 

LUXEMBOURG, July 26, 2021, FREYR Battery (“FREYR”), a developer of clean, next-generation battery cell production capacity, has signed a contract with Mpac Lambert for the supply of the casting and unit cell assembly equipment package to the battery cell production line at FREYR’s Customer Qualification Plant (“CQP”) in Mo i Rana, Norway. Preparatory work on the facility is already ongoing with a targeted start of initial operations in the second half of 2022.

 

Mpac Lambert, a UK-based developer of automation and mass production solutions, was prequalified to participate in the competitive tender following nearly three years of cooperation with 24M Technologies (“24M”) on industrializing and scaling 24M’s SemiSolid lithium-ion battery platform technology. The company will leverage 24M’s innovative battery casting technology and in-house expertise and experience in automation and mass production systems to construct and install the equipment.

 

“The casting and unit cell assembly sits at the heart of the battery cell production process. This is FREYR’s first contract for critical production line machinery, and we are excited to take the important step towards achieving the milestones outlined in our project plan. We expect to commence construction in August 2021. FREYR looks forward to announcing other contract awards for other equipment to the CQP in due course,” said Einar Kilde, EVP Projects at FREYR.

 

The contract with Mpac Lambert also grants FREYR options for delivery of the casting and unit cell assembly equipment packages for FREYR’s planned Gigafactories.

 

“We are delighted to be a partner to FREYR to support them in their vision and play our part as Mpac automation ecosystems to provide know-how, equipment and services to industrialize the battery cell energy storage device production,” said Tony Steels, the CEO of Mpac.

 

“FREYR continues to advance Norway’s first lithium-ion battery cell manufacturing facility at industrial scale with a production line developed to our own specifications. The CQP will be used to optimize and industrialize 24M’s technology to produce clean, low-cost and high-energy density battery solutions based on renewable energy. We look forward to establishing a long-term partnership with Mpac Lambert through the CQP and potential later Gigafactory development,” said Tom Einar Jensen, the CEO of FREYR.

 

***

 

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

 

 

 

 

 

About FREYR Battery

 

FREYR plans to develop up to 35 GWh of battery cell production capacity in Norway and additional 8 GWh via joint ventures in Norway and/or the Nordic region by 2025 to position the company as one of Europe’s largest battery cell suppliers. Five of the facilities will be located in the Mo i Rana industrial complex in Northern Norway, leveraging Norway’s highly skilled workforce and abundant, low-cost renewable energy sources from hydro and wind in a crisp, clear and energized environment. FREYR will supply safe, high energy density and cost competitive clean battery cells to the rapidly growing global markets for electric vehicles, energy storage, and marine applications. FREYR is committed to supporting cluster-based R&D initiatives and the development of an international ecosystem of scientific, commercial, and financial stakeholders to support the expansion of the battery value chain in our region. For more information, please visit www.freyrbattery.com.

 

About Mpac Group

 

Mpac Group plc is a global leader in high-speed packaging and automation solutions. The Company serves blue chip customers throughout the world in the essential and growing sectors of healthcare, pharmaceutical and food and beverage, Headquartered in the UK, the Company has strategically located manufacturing and service locations in North America, Europe and Asia to provide customers with local support through its highly respected subsidiaries: Lambert, Langen and Switchback.

 

Forward-looking Statements

 

The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, including, without limitation, regarding the development, timeline, capacity and other usefulness of FREYR’s CQP and planned Gigafactories, the success of the Mpac casting and unit cell assembly equipment package in the CQP or other future plants, the development and commercialization of 24M SemiSolid technology, FREYR’s manufacturing capacity relative to other market participants, and the development of customer and supplier relationships 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. Factors that may cause such differences include, but are not limited to the following: (i) FREYR faces significant barriers in its attempts to scale and commercialize the SemiSolid lithium-ion battery platform cell technology and related manufacturing processes, which may not be successful, (ii) FREYR may encounter substantial delays in the development, manufacture, regulatory approval, and launch of FREYR’s battery cells and building out of the CQP or other planned plants, which could prevent FREYR from commercializing products on a timely basis, if at all, (iii) FREYR’s licensing strategy relies heavily on 24M’s process and technology, and any disagreements with 24M may impede FREYR’s ability to maximize the benefits of its licensing strategy, and (iv) FREYR may not be able to engage target customers successfully and convert such contacts into meaningful orders in the future. FREYR cautions that the foregoing list of factors is not exclusive. Additional information about factors that could materially affect FREYR is set forth under the “Risk Factors” section in FREYR’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on March 26, 2021, as amended, 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 different materially from those expressed in any forward-looking statements.

 

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

 

 

 

 

 

Contact details:

 

FREYR Battery

 

For investor inquiries, please contact:

 

Jeffrey Spittel, Vice President, Investor Relations

jeffrey.spittel@freyrbattery.com

Tel: (+1) 281-222-0161

 

Harald Bjørland, Investor Relations

harald.bjorland@freyrbattery.com

Tel: (+47) 908 58 221

 

For media inquiries, please contact:

 

Hilde Rønningsen, Director of Communications

hilde.ronningsen@freyrbattery.com

Tel: (+47) 453 97 184

 

Mpac Group
Nick Lyon / Nick Moore, Hudson Sandler mpac@hudsonsandler.com

 

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