0001844224 false 00-0000000 0001844224 2022-06-13 2022-06-13 0001844224 FREY:OrdinarySharesNoParValueMember 2022-06-13 2022-06-13 0001844224 FREY:WarrantsEachWholeWarrantExercisableForOneOrdinaryShareFor11.50PerShareMember 2022-06-13 2022-06-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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 13, 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 8.01 Other Events.

 

On June 13, 2022, FREYR Battery (the “Company”) announced that in May 2022 its Board of Directors approved a share repurchase program (the “Share Repurchase Program”). The shares purchased under the program are to be used to settle the exercise of employee options granted under the Company’s equity compensation plans. Under the Share Repurchase Program, a broker appointed by the Company will be authorized to repurchase up to 150,000 of the Company’s Ordinary Shares, or approximately 0.13% of the current outstanding share capital, through open market purchases conducted in accordance with the limitations of Rule 10b-18 of the Exchange Act and other applicable legal requirements. The Share Repurchase Program has no time limit and may be suspended or discontinued completely at any time.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
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: June 13, 2022 

 

 

2