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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): May 11, 2022

 

 

 

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: +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) 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 May 11, 2022, FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg (“FREYR Battery”), issued a press release announcing its financial results for the first quarter ended March 31, 2022.

 

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 First Quarter 2022 Earnings Call presentation, dated May 11, 2022 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on FREYR Battery’s first quarter 2022 conference call to be held on May 11, 2022. 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 May 11, 2022, reporting FREYR Battery’s financial results for the first quarter ended March 31, 2022.
     
99.2   First Quarter 2022 Earnings Call presentation.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 1 

 

 

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/ Oscar K. Brown 
    Name: Oscar K. Brown
    Title: Group Chief Financial Officer

 

Dated: May 11, 2022

 

 

2

 

Exhibit 99.1

 

 

News Release

 

FREYR Battery Reports First Quarter 2022 Results

 

New York, Oslo and Luxembourg, May 11, 2022, FREYR Battery (NYSE: FREY) (“FREYR”), a developer of clean, next-generation battery cell production capacity, today reported financial results for the first quarter of 2022.

 

Highlights of the first quarter 2022 and subsequent events:

 

Signed conditional offtake agreement (“COA”) with Powin LLC to supply 28.5 GWh of cumulative volumes from 2024 – 2030 for Energy Storage Systems (“ESS”) applications. The cells will initially be delivered from FREYR’s combined Gigafactory 1 & 2 in Mo i Rana, Norway, with prospective future collaboration in the U.S.

 

Secured a COA with a leading global storage systems integrator to supply 15 GWh of cumulative volumes from 2023 - 2027 for ESS applications.

 

Signed a COA with a major U.S. renewables company to supply approximately 10 GWh of cumulative volumes for ESS applications.

 

In advanced negotiations with two additional companies, including a major commercial mobility company, for COAs which are projected to represent approximately 100 GWh of estimated potential cumulative demand from 2024 – 2030.

 

FREYR commenced pre-construction work at the planned Gigafactory site in Mo i Rana, Norway during the first quarter to perform ground-work preparation and detailed engineering.

 

In April 2022, FREYR appointed Oscar Brown as the company’s Group Chief Financial Officer. Brown is responsible for financial planning, performance, reporting, and capital markets engagement across the organization. He will also be leading the next phase of FREYR’s capital formation to fund its growth ambitions.

 

FREYR announced the appointment of Andreas Bentzen as the company’s new EVP of Technology in April 2022. Bentzen comes from the position of Co-Founder and Chief Technology Officer at Otovo, a leading European provider of solar panels and batteries for the residential market.

 

“Our team continued to advance our key strategic priorities during the first quarter as we progress toward giga-scale commercialization of clean, next-generation batteries,” said Tom Einar Jensen, FREYR’s CEO. “With three new conditional customer offtake agreements signed in recent weeks and more in advanced stages of negotiations, visibility is building to accelerate development beyond our initial combined Gigafactory 1 & 2. Moreover, our commercial momentum is unearthing new opportunities to partner with world class organizations to finance our growth ambitions, expand into adjacencies on the battery value chain, and deliver value to our shareholders.”

 

Business Update

 

The initial five COAs FREYR has secured collectively represent approximately 100 GWh of cumulative offtake volumes from global leaders in the ESS market from 2024 – 2030. This level of visibility equates to approximately 90% of projected nameplate capacity for FREYR’s planned combined Gigafactory 1 & 2.

 

FREYR’s cumulative offtake volumes are expected to support potentially accelerated development of additional capacity in Norway, the U.S., and the EU.

 

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

 

 

 

Construction of FREYR’s Customer Qualification Plant (“CQP”) in Mo i Rana is progressing towards anticipated factory acceptance testing in H2 2022.

 

With early ground-work preparation and detailed engineering at the Gigafactory site in Mo i Rana underway, FREYR’s Board of Directors has approved additional expenditures to continue pre-construction activity. Additionally, the company’s technical and operations teams are preparing a detailed project plan for FREYR’s Board of Directors ahead of a potential FID.

 

FREYR is in the advanced stages of working with Honeywell and the global ESS customer to convert the company’s inaugural two COAs to bankable, definitive sales agreements.

 

FREYR is exploring capital formation solutions to finance giga-scale development with several global financial institutions and government entities in Norway, the U.S., and the EU. Governmental financial support could include some combination of grants, bridge loans, and direct lending.

 

Results Overview, Financing and Liquidity

 

FREYR Battery reported a Net Loss for the first quarter 2022 of ($34.9) million or ($0.30) per share compared to a Net Loss of ($28.0) million or ($0.24) per share in the fourth quarter of fiscal year 2021.

 

As of March 31, 2022, FREYR Battery had cash, cash equivalents, and restricted cash of $524.6 million.

 

Business Outlook

 

FREYR is focused on advancing the following strategic mandates and milestones over the next 18 months:

 

Secure multiple tranches of capital required to fund FREYR’s giga scale expansion. FREYR has launched parallel processes with key stakeholders to explore the most capital efficient options to support development of the company’s business plan.

 

Finalize additional conditional offtake agreements across the ESS, commercial mobility, and passenger EV market segments to support further capacity expansions.

 

Convert initial two conditional offtake awards to final sales agreements with Honeywell and a global ESS customer.

 

Initiate FREYR’s augmented value proposition strategy with the intention to maximize sustainable value creation and enhance the company’s competitive position. Key objectives in accordance with this strategy are to continue to evaluate opportunities to diversify FREYR’s position across the global battery value chain; and to explore potential partnerships that would enable FREYR to broaden its participation across the battery technology spectrum.

 

Achieve Phase 1 FID on combined Gigafactories 1 & 2 at Mo i Rana upon achievement of commercial, operational, and financing milestones.

 

Proceed to FID on the proposed JV/technology collaboration with Aleees (TWSE: 5227) to construct a lithium iron phosphate (“LFP”) cathode plant in the Nordic region. The company intends to achieve FID in parallel with FID at combined Gigafactories 1 & 2 at Mo i Rana.

 

Continue to execute FREYR’s long-term strategy to establish localized, decarbonized supply chains across the Nordic region and U.S.

 

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

 

 

 

Presentation of First Quarter 2022 Results

 

A presentation will be held today, May 11th, 2022, at 7:30 am Eastern Daylight Time (1:30 pm Central European Time) to discuss financial results for the first quarter 2022. 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:  +44.20.8610.3526
United States: +1.646.307.1951
Switzerland:  +41.43.210.51.60
Spain: +34.910.489.955
Norway: +47.57.98.94.27
Luxembourg: +352.27.86.77.64
Hong Kong: +852.5808.0608
Germany:  +49.69.97533134
France:  +33.1.73.02.31.30
Denmark: +45.70.71.71.73
Canada: +1.647.360.0158

 

The participant passcode for the call is: 1754204

 

A webcast of the conference call will be broadcast simultaneously at https://streams.eventcdn.net/freyer/2022q1 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 green 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 Vaasa, Finland, and the United States. FREYR intends to deliver up to 43 GWh of battery cell capacity by 2025 and up to 83 GWh annual capacity by 2028. 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 and Public Affairs
katrin.berntsen@freyrbattery.com
Tel: (+47) 920 54 570

 

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

 

 

 

Cautionary Statement Concerning 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 FREYR's anticipated path to commercialization; the development, timeline, capacity and other usefulness of FREYR’s CQP and planned Gigafactories; the realization of FREYR’s capital spending plan; the progress and development of customer relationships and offtake agreements and supply chain partnerships; FREYR’s ability to partner with world class organizations to finance its growth ambitions, expand into adjacencies on the battery value chain, and deliver value to its shareholders; the success of any capital raising paths, including securing financial support from governments, to fund FREYR’s planned expansion; the realization of FREYR's supply chain strategy and augmented value proposition; FREYR’s finalization of any joint ventures and the status of any potential partnerships that would enable FREYR to broaden its participation across the battery technology spectrum; FREYR's growing pipeline of commercial opportunities; FREYR’s ability to convert any conditional agreements into definitive agreements; the development and growth of FREYR's target markets; the scale and arrangements for any FREYR production facilities; FREYR's ability to achieve its ambition to localize and decarbonize its supply chain across the region and the U.S.; the expected delivery times of any cell casting and unit assembly equipment; and FREYR's ability to grow its customer portfolio and secure capital to fund expansion 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-1 filed with the Securities and Exchange Commission on August 9, 2021, as amended, and (ii) FREYR’s annual report on Form 10-K filed with the Securities and Exchange Commission on March 9, 2022, 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.

 

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Exhibit 99.2

 

May 11, 2022 FREYR 1Q 2022 Earnings Call

 

 

2 Important notices Forward looking statements All statements, other than statements of present or historical fact included in this presentation, including, without limitation, regarding FREYR's anticipated path to commercialization; the development, timeline, capacity and other usefulness of FREYR’s CQP and planned Gigafactories; the realization of FREYR’s capital spending plan; the progress and development of customer relationships and offtake agreements and supply chain partnerships; the success of any capital raising paths, including securing financial support from governments, to fund FREYR’s planned expansion; FREYR’s ability to secure additional raw materials or finalize pricing terms of secured key raw materials capacity; the realization of FREYR's supply chain strategy and augmented value proposition; FREYR’s finalization of any joint ventures; FREYR's growing pipeline of commercial opportunities; FREYR’s ability to convert any conditional agreements into definitive agreements; the development and growth of FREYR's target markets; the scale and arrangements for any FREYR production facilities; FREYR's ability to achieve its ambition to localize and decarbonize its global supply chain; the expected delivery times of any cell casting and unit assembly equipment; and FREYR's ability to grow its customer portfolio and secure capital to fund expansion 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 - 1 filed with the Securities and Exchange Commission on August 9, 2021, as amended, and (ii) FREYR’s annual report on Form 10 - K filed with the Securities and Exchange Commission on March 9, 2022, 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.

 

 

• Key takeaways • Commercial developments • Market developments • FREYR’s augmented value proposition • Operations and supply chain update • Financial overview • Strategic priorities • Q&A 3 Today’s Agenda

 

 

Key Takeaways for 1Q 2022 Strong momentum on key commercial, operational and financial objectives Signed Conditional Offtake Agreements (COAs) Exceed 100 GWh through 2030: » Recently signed COAs with Powin Energy and two leading ESS players for more than 50 GWh from 2024 - 2030 » Five COAs signed to date totaling >100 GWh of cumulative volumes with leading stakeholders across global ESS landscape » Combined COAs equate to >80% of nameplate capacity from 2024 - 2030, supporting planned FID for combined Gigafactory 1&2 Maintaining H2 2022 startup target for CQP: » Factory acceptance testing is next milestone on path to start of production (SOP) » FREYR Board of Directors has sanctioned construction of Mo I Rana testing center » Targeting completion of testing center to coincide with start of production at CQP Progressing towards FID on combined Gigafactory 1&2: » Pre - construction site preparation ongoing » Finalizing technical project plan for board approval in June » FREYR Board of Directors has sanctioned capital spending to order long - lead time items Financing Plan: » Oscar Brown appointed as CFO in April 2022 » Accelerating discussions of grants, guarantees, and other debt - based potential financing options in Norway » Potential for additional grants and financing support from EU - based government institutions » Engagement initiated with U.S. Department of Energy to explore support for ongoing U.S. expansion » Strong interest in FREYR from strategic, industrial and financial institutions to finance growth ambitions » FREYR’s strong balance sheet enables flexibility while navigating volatile market conditions Converting Initial COAs to Definitive Sales Agreements (DSAs): » In advanced closing negotiations to finalize terms and conditions with Honeywell and global ESS player » DSAs are catalysts to unlock attractive financing solutions Combined Gigafactory 1&2 4D model in development

 

 

5 Accelerating Commercial Traction Recent wins augmented by expanding pipeline of opportunities Multiple commercial discussions ongoing across all market verticals >200 GWh per year of potential demand by 2030 To unlock FIDs for potential future Gigafactories globally Several conditional offtake agreements in advanced negotiations ~100 GWh of potential demand from 2024 – 2030 Potential to book first customer in commercial mobility segment Five agreements signed with major ESS players >100 GWh of cumulative volumes from 2024 – 2030 Signed COAs equate to >80% of planned nameplate capacity of combined Gigafactories 1 & 2 at Mo i Rana 1 Potentially unlocks accelerated development of Gigafactories in Norway, U.S. and Finland Momentum building across ESS, commercial mobility and passenger EV segments in Europe and U.S. Commercial Discussions Commercial offtake negotiations Signed COAs Definitive Sales Agreements Initial two COAs with Honeywell and global ESS player in advanced stages of anticipated conversion to bankable sales agreements 50 GWh of demand from 2023 – 2030 Conversion unlocks FID on combined Gigafactory 1&2 and project financing element of capital formation plan 1 Projected nameplate capacity of 18 GWh per annum for combined Gigafactory 1 & 2 starting ramp - up in 1H - 2024.

 

 

Major Commercial Wins Three COAs signed with prominent ESS players in recent weeks 6 Powin LLC • 28.5 GWh from 2024 - 2030 • Powin is a leading U.S. based battery energy storage solutions provider • Powin offers integrated hardware and software configurations at utility scale across several use cases • Initial cell deliveries from Mo i Rana with prospective future collaboration in U.S. Major U.S. Renewables Player • ~10 GWh from 2025 – 2030 for ESS applications • Agreement through FREYR’s U . S . joint venture with Koch Strategic Platforms • Cells to be delivered from FREYR’s first planned Gigafactory in U.S. • Contemplated support from U . S . Department of Energy • Two - way agreement under which customer is expected to supply renewable power to the Gigafactory Leading Global Storage Systems Integrator • 15 GWh from 2023 - 2027 • Cell deliveries to originate from Mo i Rana Revenue visibility from recent COAs expected to support development of capacity beyond combined Gigafactory 1 & 2

 

 

Market Developments Aligning with FREYR’s Strategy Geostrategic considerations and raw materials constraints underscore potential value of developing localized battery supply chains “. . . the DPA will be authorized to support the production and processing of minerals and materials used for large capacity batteries – such as lithium, nickel, cobalt, graphite, and manganese. . . ” - March 31 st White House Fact Sheet How a battery shortage could threaten US national security By Matt McFarland , CNN Business Porsche Taycan Production Halted Due To Components Shortage The parts supply issue spreads in Europe to more brands. JVs & Licensing Form joint sourcing and JV/Licensing partnerships Inputs Control key inputs upstream of cell production Technology Integrate technology offerings of key offtake customers and establish partnerships across technology spectrum Sustainability Decarbonize and localize with Gigafactory clusters Profitability Harvest financial benefits of decarbonized battery production Key elements of FREYR’s supply chain strategy FREYR targets to localize and decarbonize 75% of global supply chain by 2026 to secure supply and further reduce costs

 

 

FREYR’s Augmented Value Proposition Evolving our strategy to maximize sustainable value creation Cell Manufacturing Battery Value Chain Pack/Module Integration Cell Recycling Processing & Refining Mining Targeted Businesses Joint Development Opportunities SemiSolid TM Technology Spectrum Conventional Solid State Targeted Scope Value Chain Integration FREYR’s Development Strategy Technology Diversification Cathode materials Anode materials Electrolyte materials Seperator materials

 

 

9 Operations Update CQP and combined Gigafactory 1&2 development progressing steadily Activity ramping up in Mo i Rana Construction of CQP and pre - construction work on Gigafactory 1&2 Despite Covid and supply chain distortions, FREYR’s teams are executing to plan Progressing towards CQP factory acceptance testing in H2 2022 Combined Gigafactory 1&2 on path to FID Key milestone ahead of planned Start of Production at CQP later this year Detailed project execution plan on CQP was put in place ahead of July 2021 FID Kicking off additional pre - construction investments Technical teams preparing FID project plan for FREYR’s Board of Directors. Key elements include building & infrastructure and finalized design of production equipment Committing to deliver and delivering on our commitments

 

 

10 Establishing FREYR’s Supply Chain Finalizing raw materials sourcing and initiating localization strategy Key raw materials capacity largely secured – pricing terms to be negotiated Business plan development underway to support FID on proposed joint venture LFP cathode plant with Aleees in Nordic region Cathode accounts for up to 70% of raw materials required to produce LFP cells Substantial projected decarbonization benefit from localizing cathode production Intention to arrive at FID on LFP cathode plant in parallel with combined Gigafactory 1 &2 Committing to deliver and delivering on our commitments Proposed simplified FREYR LFP supply chain

 

 

11 Financing Our Growth Advancing several initiatives to support capital formation Government Support • Engaged with government entities in Norway, U.S. and EU to explore funding mechanisms • Establishing local battery value chains has become an elevated national security priority • Grants, bridge loans, and direct lending among the structures under consideration Project Financing • Working with our agent banks, ECAs and other government entities. Bank market is supportive of FREYR’s story • Additional progress on offtakes, project sourcing, etc. required to formally launch process • Project financing is inherently time intensive Other Capital Sources • Continuing to monitor and evaluate wide range of financing options in private and public capital markets • Market conditions and additional commercial traction will shape opportunities

 

 

12 Financial Update Focused on securing financing to fund FREYR’s planned capacity expansion FREYR 4Q – 1Q Cash Bridge Strong Liquidity and Balance Sheet Ended 1Q 2022 with $525 million of cash, cash equivalents and restricted cash Financial Outlook Cash burn rate will increase modestly in 2Q with ramp up of construction activity Prioritizing capital formation to fund business development and growth capital spending

 

 

Delivering on our Strategy Key near - term objectives tied to Speed, Scale and Sustainability 13 Capital formation plan accelerating on multiple paths Intention to prioritize speed and optimize cost of capital Secure Norwegian, EU & U.S. governmental support across capital structure Releasing additional capex for pre - construction at Gigafactory 1&2 Reach FID on Gigafactory 1&2 in parallel with proposed LFP cathode plant Convert initial COAs in ESS to DSAs exceeding 100 GWh by 2030 Secure additional COAs in ESS and mobility with ~100 GWh by 2030 Secure commercial mobility and EV commitments >100 GWh/year by 2030 Establish operations and supply chain Leverage commercial momentum Fund the expansion

 

 

Q&A