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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): June
10, 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June
10, 2022, German Curá 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 he will be tendering his resignation as a director of the Company and from its Nominating and Corporate Governance Committee on June
16, 2022, which is expected to be effective August 1, 2022. Mr. Curá was first appointed to the Board in July 2021. His 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).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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/ Are L. Brautaset |
| |
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Name: |
Are L. Brautaset |
| |
|
Title: |
Chief Legal Officer |
Dated: June 13, 2022
Exhibit 99.1
News Release
Resignation of Director
New York, Oslo and Luxembourg,
June 10, 2022, FREYR Battery ("FREYR" or the "Company"), a developer of clean, next-generation battery
cell production capacity, has announced that German Curá, a member of the board of directors of the Company (the "Board")
and the Nominating and Corporate Governance Committee, has informed the Company today that he will be tendering his resignation as a director
of the Company on June 16, 2022, which is expected to be effective August 1, 2022. Mr. Curá will be resigning for personal reasons
and did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
The Company's Chairman, Mr. Torstein Dale Sjøtveit, said,
"On behalf of the Board, I would like to thank German for the invaluable advice and experience he has brought to FREYR in the last
year and wish him every success for the future."
***
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
1 | News Release | FREYR Battery | www.freyrbattery.com/news