0001992243false00019922432024-05-082024-05-080001992243freyr:OrdinarySharesWithoutNominalValueMember2024-05-082024-05-080001992243freyr:WarrantsEachWholeWarrantExercisableForOneOrdinaryShareAtAnExercisePriceOf1150Member2024-05-082024-05-08
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 8, 2024
FREYR Battery, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Delaware | | 333-274434 | | 93-3205861 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
6&8 East Court Square, Suite 300,
Newnan, Georgia 30263
| | | | | | | | |
| | |
(Address of principal executive offices, including zip code) |
| | |
Registrant’s telephone number, including area code: (678) 632-3112
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 |
Common Stock, par value $0.01 per share | | FREY | | The New York Stock Exchange |
Warrants, each whole warrant exercisable for one share of Common Stock 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 2.02. Results of Operations and Financial Condition.
On May 8, 2024, FREYR Battery, Inc., a Delaware corporation, issued a press release announcing its financial results for the first quarter ended March 31, 2024.
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, Inc. is also furnishing a First Quarter 2024 Earnings Call presentation, dated May 8, 2024 (the “Presentation”), attached as Exhibit 99.2 to this Current Report on Form 8-K, which may be referred to on FREYR Battery, Inc.’s first quarter 2024 conference call to be held on May 8, 2024. The Presentation will also be available on FREYR Battery, Inc.’s website at https://www.freyrbattery.com.
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, INC. |
| |
Date: May 8, 2024 | By: | /s/ Oscar K. Brown |
| Name: | Oscar K. Brown |
| Title: | Chief Financial Officer |
News Release
FREYR Battery Reports First Quarter 2024 Results
New York, Oslo, and Newnan, GA, May 8, 2024, FREYR Battery, Inc. (NYSE: FREY) (“FREYR” or the “Company”), a developer of sustainable, next-generation battery cell production capacity, today reported financial results for the first quarter of 2024.
Highlights of the First Quarter 2024 and Subsequent Events:
•Operations Update. Approaching first automated unit cell production trial at the Customer Qualification Plant (“CQP”). Following the achievement of key interim milestones at the CQP earlier this year, FREYR’s Asset Mo teams are preparing for the start of unit cell production with the full automation of the Casting and Unit Cell Assembly, which remains on track for H1 2024. In recent weeks, the team has been focusing on integrating casting webs across the cathode, anode, and merge units using the highly complex Multi-Carrier System (“MCS”), which is the largest of its kind globally according to FREYR’s automation partner Siemens AG.
•Executing plan to accelerate path to market and first revenues. FREYR is prioritizing two potential pathways to fast-track the Company’s commercial and financial development, which include finalizing a conventional technology agreement with an established cell producer, and an inorganic opportunity targeting a value chain adjacency. Advanced discussions between the relevant parties are ongoing and the Company intends to share details of the agreements as appropriate.
“Our teams continued to make meaningful progress to advance our strategic objectives during the first quarter,” commented Birger Steen, FREYR’s Chief Executive Officer. “Thanks to the tireless efforts of Mike Brose, SVP of Asset Mo, his team, and our partners, we are approaching a major milestone on the SemiSolidTM platform at the CQP with our first unit cell production trial using the full automation of the Casting and Unit Cell Assembly. The pace of commercial and strategic discussions has also accelerated in recent months as we evaluate and pursue several promising opportunities under the FREYR 2.0 growth initiative. In the coming weeks, our teams will remain focused on our important work at the CQP and finalizing these transformational agreements to generate sustainable long-term value for our shareholders.”
Recent news
•FREYR strengthens Board of Directors. On April 19, 2024, the Company announced the appointments of Todd Kantor, Tore Ivar Slettemoen, and David Manners to FREYR’s Board of Directors. The appointments of Mr. Kantor and Mr. Slettemoen, two of FREYR’s founding investors, underscore FREYR’s commitment to shareholder alignment and long-term value creation. With his decades of public and private sector experience, Mr. Manners brings deep expertise in the energy sector, geopolitics, public policy, and government affairs to the FREYR Board.
•FREYR’s rapidly expanding stationary storage opportunity. On April 29, 2024, energy ministers from the Group of Seven (“G7”) major industrialized economies issued a draft statement targeting a 6.5-fold increase in energy storage capacity across the power sector from 230 GW in 2022 to 1,500 GW in 2030. Referencing recent analysis from the International Energy Agency (“IEA”), the G7 ministers reiterated a shared commitment to a targeted tripling of renewables deployment through 2035. The draft statement and associated targets align with FREYR’s commercial strategy to focus on the battery stationary storage market.
1 | News Release | FREYR Battery, Inc. | www.freyrbattery.com/news
Business update
•Giga Arctic. FREYR continues to evaluate use cases for the winterized and secured Giga Arctic buildings and site, which could include its original design as a gigafactory based on SemiSolidTM technology, battery component manufacturing, or other related battery industrial applications. In addition, FREYR has received unsolicited inquiries regarding a potential sale of the 75,000 square meter facility to third parties for possible use cases which include repurposing it as a data center. The Company will continue to actively assess the future of the asset, which carries a book value of $225 million, with a focus on optimizing shareholder value.
•Conventional cell production technology. FREYR continues to scope the conventional cell production facility project at Giga America. The Company believes that the maturity of conventional technology and associated supply chains will enable the fastest path to the market, financing, and anticipated equipment deliveries at Giga America. FREYR is currently in advanced negotiations pertaining to several aspects of the project and expects to be in position to make announcements during Q2 2024.
•FREYR 2.0 Growth Initiative. The Company has streamlined its project pipeline though ongoing diligence and commercial discussions to focus on four distinct projects tied to ESS and commercial E-mobility use cases. As part of this initiative, FREYR is currently in advanced negotiations to potentially reach two strategic agreements that align with the Company’s objective to accelerate the timeline to market and initial revenues.
•Overview of the SemiSolidTM manufacturing process. Unlike conventional lithium-ion battery manufacturing, which involves producing electrodes on separate equipment before assembling them into cells, the SemiSolidTM technology employs a continuous and integrated process. The SemiSolidTM process starts with electrode coating and proceeds to electrode stacking. The next-generation production line equipment (“PLE”) then creates independent “unit cells”, each containing a cathode, anode, and separator.
The subsequent steps required to produce a complete cell in a pouch – which is a stack of multiple unit cells, have already been developed and validated on the SemiSolidTM platform. As such, producing these unit cells continuously and with the full automation of the Casting and Unit Cell Assembly is expected to constitute a significant technical achievement.
Results Overview, Financing, and Liquidity
•FREYR reported a net loss attributable to stockholders for the first quarter of 2024 of $(28.5) million, or $(0.20) per diluted share compared to net loss for the first quarter 2023 of $(12.7) million or $(0.09) per diluted share. The increase in net loss in the first quarter of 2024 was primarily due to a $1.5 million net foreign currency transaction gain for the three months ended March 31, 2024, compared to a $16.0 million gain for the three months ended March 31, 2023.
•As of March 31, 2024, FREYR had cash, cash equivalents, and restricted cash of $252.8 million, and no debt.
Business Outlook
FREYR is focused on advancing the following strategic mandates and milestones:
•The CQP and SemiSolidTM technology. Commencing production of unit cells using the full automation of the Casting and Unit Cell Assembly in H1 2024 to validate FREYR’s technical and operational credentials as a battery production company.
•Conventional technology strategy. FREYR is advancing discussions to finalize a potential conventional technology agreement, which the Company believes presents an accelerated path to market and first production.
•Capital formation. The Company is pursuing several capital formation opportunities in parallel to unlock FREYR’s commercial development at scale. Ongoing activities include the Title 17 application with the
2 | News Release | FREYR Battery, Inc. | www.freyrbattery.com/news
U.S. Department of Energy’s Loans Program Office, exploring options for project level equity for Giga America, and financing solutions related to potential strategic agreements that are under evaluation. With a robust balance sheet and solid liquidity profile, a secondary common equity raise is not currently under consideration.
•Commercial development. FREYR is focused on accelerating its path to market and first revenues while the work continues at the CQP. The Company is currently pursuing four major project opportunities and advancing discussions related to two potential strategic agreements that would accelerate FREYR’s commercial ambitions.
Presentation of First Quarter 2024 Results
A presentation will be held today, May 8, 2024, at 8:30 am Eastern Daylight Time (2:30 pm Central European Time) to discuss financial results for the first quarter 2024. 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 States: 1 (646) 307-1963
United Kingdom: +44 20 3481 4247
Norway: +47 57 98 94 30
Denmark: +45 32 74 07 10
Spain: +34 910 489 958
Germany: +49 69 589964217
Sweden: +46 8 505 246 90
The participant passcode for the call is: 7135736
A webcast of the conference call will be broadcast simultaneously at https://app.webinar.net/J6PeRg4rGl5 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.
***
3 | News Release | FREYR Battery, Inc. | www.freyrbattery.com/news
About FREYR Battery
FREYR Battery is a developer of sustainable, next-generation battery cell production capacity. The Company’s mission is to accelerate the decarbonization of global energy and transportation systems by producing sustainable, cost-competitive batteries. FREYR seeks to serve the primary markets of energy storage systems (“ESS”) and commercial mobility, and the Company maintains an ambition to serve the passenger electric vehicles market (“EV”). FREYR is operating its Customer Qualification Plant (“CQP”) for technology development in Mo i Rana, Norway, and the Company is continuing development of the Giga America battery manufacturing project in Coweta County, Georgia, in the U.S. To learn more about FREYR, please visit www.freyrbattery.com.
Investor contact:
Jeffrey Spittel
Vice President of Investor Relations
jeffrey.spittel@freyrbattery.com
Tel: (+1) 409-599-5706
Media contact:
Amy Jaick
Global Head of Communications
amy.jaick@freyrbattery.com
Tel: (+1) 973 713-5585
Cautionary Statement Concerning Forward-Looking Statements
All statements, other than statements of present or historical fact included in this press release, including, without limitation, FREYR Battery, Inc.’s (“FREYR”) ability to conduct initial unit cell production trials, commencing initial volume production in Q2 2024; FREYR’s cost and capital efficiency; FREYR’s plan to expand on the battery value chain into high value adjacencies and cultivate partnerships across the cell production technology spectrum; FREYR’s efforts to accelerate the path to commercialization; the pursuit of four major project opportunities in accordance with the FREYR 2.0 growth strategy; potential inorganic growth opportunities and the ability to generate revenue in the near-term through possible acquisitions; approaching milestones at FREYR’s CQP; the Company’s application with the U.S. Department of Energy through the Title 17 application under the Loan Programs Office; the development, financing, construction, timeline, capacity, and other usefulness of FREYR’s CQP, Giga Arctic, Giga America, and other planned or future production facilities or Gigafactories; any potential project equity raise for the development of Giga America; any potential benefits of the U.S. Inflation Reduction Act; establishing and/or announcing a conventional technology agreement; FREYR’s ability to reduce spending; any potential benefits of redomiciling to the U.S.; the giga-scalability of the 24M platform; and the implementation and effectiveness of FREYR’s overall business, technology, capital-raising, and liquidity strategies 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-3 filed with the Securities and Exchange Commission (the “SEC”) on September 1, 2022 and subsequent post-effective amendment thereto filed on January 5, 2024, (ii) FREYR Battery, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 8, 2023 and subsequent amendments thereto filed on October 13, 2023, October 19, 2023, and October 31, 2023, and (iii) FREYR’s annual report on Form 10-K filed with the SEC on February 29, 2024 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 presentation. Should underlying assumptions prove incorrect, actual results and projections could differ materially from those expressed in any forward-looking statements.
FREYR intends to use its website as a channel of distribution to disclose information which may be of interest or material to investors and to communicate with investors and the public. Such disclosures will be included on
4 | News Release | FREYR Battery, Inc. | www.freyrbattery.com/news
FREYR’s website in the ‘Investor Relations’ sections. FREYR also intends to use certain social media channels, including, but not limited to, Twitter and LinkedIn, as means of communicating with the public and investors about FREYR, its progress, products, and other matters. While not all the information that FREYR posts to its digital platforms may be deemed to be of a material nature, some information may be. As a result, FREYR encourages investors and others interested to review the information that it posts and to monitor such portions of FREYR’s website and social media channels on a regular basis, in addition to following FREYR’s press releases, SEC filings, and public conference calls and webcasts. The contents of FREYR’s website and other social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
5 | News Release | FREYR Battery, Inc. | www.freyrbattery.com/news
FREYR BATTERY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
| | | | | | | | | | | | | | |
| | March 31, 2024 | | December 31, 2023 |
| | |
ASSETS |
Current assets: | | | | |
Cash and cash equivalents | | $ | 249,855 | | | $ | 253,339 | |
Restricted cash | | 2,911 | | | 22,403 | |
Prepaid assets | | 1,770 | | | 2,168 | |
Other current assets | | 13,636 | | | 34,044 | |
Total current assets | | 268,172 | | | 311,954 | |
| | | | |
Property and equipment, net | | 354,479 | | | 366,357 | |
Intangible assets, net | | 2,775 | | | 2,813 | |
Long-term investments | | 22,147 | | | 22,303 | |
| | | | |
Right-of-use asset under operating leases | | 22,684 | | | 24,476 | |
Other long-term assets | | 9 | | | 4,282 | |
Total assets | | $ | 670,266 | | | $ | 732,185 | |
| | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY |
Current liabilities: | | | | |
Accounts payable | | $ | 8,460 | | | $ | 18,113 | |
Accrued liabilities and other | | 31,419 | | | 30,790 | |
| | | | |
| | | | |
Share-based compensation liability | | 162 | | | 281 | |
Total current liabilities | | 40,041 | | | 49,184 | |
| | | | |
Warrant liability | | 1,869 | | | 2,025 | |
Operating lease liability | | 17,252 | | | 18,816 | |
Other long-term liabilities | | 27,442 | | | 27,444 | |
| | | | |
Total liabilities | | 86,604 | | | 97,469 | |
| | | | |
Commitments and contingencies | | | | |
| | | | |
Stockholders’ equity: | | | | |
Preferred stock, $0.01 par value, 10,000 shares authorized, none issued and outstanding as of both March 31, 2024 and December 31, 2023 | | — | | | — | |
Common stock, $0.01 par value, 355,000 shares authorized, and 139,705 issued and outstanding as of both March 31, 2024 and December 31, 2023 | | 1,397 | | | 1,397 | |
| | | | |
Additional paid-in capital | | 929,303 | | | 925,623 | |
| | | | |
Accumulated other comprehensive (loss) income | | (44,870) | | | (18,826) | |
Accumulated deficit | | (303,542) | | | (274,999) | |
Total stockholders' equity | | 582,288 | | | 633,195 | |
| | | | |
Non-controlling interests | | 1,374 | | | 1,521 | |
Total equity | | 583,662 | | | 634,716 | |
| | | | |
Total liabilities and equity | | $ | 670,266 | | | $ | 732,185 | |
6 | News Release | FREYR Battery, Inc. | www.freyrbattery.com/news
FREYR BATTERY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except per share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | |
| | Three months ended March 31, | | |
| | 2024 | | 2023 | | | | |
Operating expenses: | | | | | | | | |
General and administrative | | $ | 22,901 | | | $ | 30,002 | | | | | |
Research and development | | 11,745 | | | 4,844 | | | | | |
Share of net loss of equity method investee | | 156 | | | 25 | | | | | |
Total operating expenses | | 34,802 | | | 34,871 | | | | | |
Loss from operations | | (34,802) | | | (34,871) | | | | | |
| | | | | | | | |
Other income (expense): | | | | | | | | |
Warrant liability fair value adjustment | | 146 | | | 1,405 | | | | | |
| | | | | | | | |
| | | | | | | | |
Interest income, net | | 1,405 | | | 3,003 | | | | | |
| | | | | | | | |
Foreign currency transaction gain | | 1,477 | | | 16,048 | | | | | |
Other income, net | | 3,084 | | | 1,715 | | | | | |
Total other income | | 6,112 | | | 22,171 | | | | | |
Loss before income taxes | | (28,690) | | | (12,700) | | | | | |
Income tax expense | | — | | | (203) | | | | | |
Net loss | | (28,690) | | | (12,903) | | | | | |
Net loss attributable to non-controlling interests | | 147 | | | 177 | | | | | |
Net loss attributable to stockholders | | $ | (28,543) | | | $ | (12,726) | | | | | |
| | | | | | | | |
| | | | | | | | |
Weighted average shares outstanding - basic and diluted | | 139,705 | | | 139,705 | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
Net loss per share attributable to stockholders - basic and diluted | | $ | (0.20) | | | $ | (0.09) | | | | | |
| | | | | | | | |
| | | | | | | | |
Other comprehensive income (loss): | | | | | | | | |
Net loss | | $ | (28,690) | | | $ | (12,903) | | | | | |
Foreign currency translation adjustments | | (26,044) | | | (33,718) | | | | | |
Total comprehensive loss | | $ | (54,734) | | | $ | (46,621) | | | | | |
Comprehensive loss attributable to non-controlling interests | | 147 | | | 177 | | | | | |
Comprehensive loss attributable to stockholders | | $ | (54,587) | | | $ | (46,444) | | | | | |
| | | | | | | | |
7 | News Release | FREYR Battery, Inc. | www.freyrbattery.com/news
FREYR BATTERY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | |
| | Three months ended March 31, |
| | 2024 | | 2023 |
Cash flows from operating activities: | | | | |
Net loss | | $ | (28,690) | | | $ | (12,903) | |
Adjustments to reconcile net loss to cash used in operating activities: | | | | |
Share-based compensation expense | | 3,551 | | | 1,477 | |
Depreciation and amortization | | 2,211 | | | 208 | |
| | | | |
Reduction in the carrying amount of right-of-use assets | | 277 | | | 399 | |
Warrant liability fair value adjustment | | (146) | | | (1,405) | |
| | | | |
Convertible note fair value adjustment | | — | | | (1,074) | |
Share of net loss of equity method investee | | 156 | | | 25 | |
| | | | |
Foreign currency transaction net unrealized gain | | (1,359) | | | (15,488) | |
| | | | |
Changes in assets and liabilities: | | | | |
Prepaid assets and other current assets | | 2,852 | | | (3,403) | |
| | | | |
Accounts payable, accrued liabilities and other | | 5,879 | | | 21,477 | |
| | | | |
| | | | |
| | | | |
Operating lease liability | | (949) | | | (1,862) | |
Net cash used in operating activities | | (16,218) | | | (12,549) | |
| | | | |
Cash flows from investing activities: | | | | |
Proceeds from the return of property and equipment deposits | | 19,021 | | | — | |
| | | | |
Purchases of property and equipment | | (21,455) | | | (64,067) | |
Investments in equity method investee | | — | | | (1,655) | |
Purchases of other long-term assets | | — | | | (1,000) | |
Net cash used in investing activities | | (2,434) | | | (66,722) | |
| | | | |
Cash flows from financing activities: | | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
Net cash provided by financing activities | | — | | | — | |
| | | | |
Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash | | (4,324) | | | (8,998) | |
Net decrease in cash, cash equivalents, and restricted cash | | (22,976) | | | (88,269) | |
Cash, cash equivalents, and restricted cash at beginning of period | | 275,742 | | | 563,045 | |
Cash, cash equivalents, and restricted cash at end of period | | $ | 252,766 | | | $ | 474,776 | |
| | | | |
Supplementary disclosure for non-cash activities: | | | | |
Accrued purchases of property and equipment | | $ | 9,981 | | | $ | 24,402 | |
| | | | |
| | | | |
Reconciliation to condensed consolidated balance sheets: | | | | |
Cash and cash equivalents | | $ | 249,855 | | | $ | 392,536 | |
Restricted cash | | 2,911 | | | 82,240 | |
Cash, cash equivalents, and restricted cash | | $ | 252,766 | | | $ | 474,776 | |
8 | News Release | FREYR Battery, Inc. | www.freyrbattery.com/news
1 Q1 2024 EARNINGS CALL # May 8, 2024 Photo: FREYR team member evaluating a cell at CQP.
2 Forward Looking Statements IMPORTANT NOTICES All statements, other than statements of present or historical fact included in this presentation, including, without limitation, FREYR Battery, Inc.’s (“FREYR”) ability to conduct initial unit cell production trials, commencing initial volume production in Q2 2024; FREYR’s cost and capital efficiency; FREYR’s plan to expand on the battery value chain into high value adjacencies and cultivate partnerships across the cell production technology spectrum; FREYR’s efforts to accelerate the path to commercialization; the pursuit of four major project opportunities in accordance with the FREYR 2.0 growth strategy; potential inorganic growth opportunities and the ability to generate revenue in the near-term through possible acquisitions; approaching milestones at FREYR’s CQP; the Company’s application with the U.S. Department of Energy through the Title 17 application under the Loan Programs Office; the development, financing, construction, timeline, capacity, and other usefulness of FREYR’s CQP, Giga Arctic, Giga America, and other planned or future production facilities or Gigafactories; any potential project equity raise for the development of Giga America; any potential benefits of the U.S. Inflation Reduction Act; establishing and/or announcing a conventional technology agreement; FREYR’s ability to reduce spending; any potential benefits of redomiciling to the U.S.; the giga-scalability of the 24M platform; and the implementation and effectiveness of FREYR’s overall business, technology, capital-raising, and liquidity strategies 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-3 filed with the Securities and Exchange Commission (the “SEC”) on September 1, 2022 and subsequent post-effective amendment thereto filed on January 5, 2024, (ii) FREYR Battery, Inc.’s Registration Statement on Form S-4 filed with the SEC on September 8, 2023 and subsequent amendments thereto filed on October 13, 2023, October 19, 2023, and October 31, 2023, and (iii) FREYR’s annual report on Form 10-K filed with the SEC on February 29, 2024 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 presentation. Should underlying assumptions prove incorrect, actual results and projections could differ materially from those expressed in any forward-looking statements. FREYR intends to use its website as a channel of distribution to disclose information which may be of interest or material to investors and to communicate with investors and the public. Such disclosures will be included on FREYR’s website in the ‘Investor Relations’ sections. FREYR also intends to use certain social media channels, including, but not limited to, X (Twitter) and LinkedIn, as means of communicating with the public and investors about FREYR, its progress, products, and other matters. While not all the information that FREYR posts to its digital platforms may be deemed to be of a material nature, some information may be. As a result, FREYR encourages investors and others interested to review the information that it posts and to monitor such portions of FREYR’s website and social media channels on a regular basis, in addition to following FREYR’s press releases, SEC filings, and public conference calls and webcasts. The contents of FREYR’s website and other social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
3 FREYR is commercially focused on a market growing structurally and exponentially FREYR’S GROWING STATIONARY STORAGE OPPORTUNITY 1: IEA Electricity 2024: Analysis and forecasts to 2026 February 2024 report 2: Batteries and Secure Energy Transitions April 2024 report 3: Highest growth U.S. EIA International Energy Outlook 2023 forecast cases. scenario 4: BNEF Storage Report October 2023 1,000 TWh Potential annual electricity consumption from data centers by 2026 in IEA high case1 BNEF: Cumulative Battery Storage Capacity Forecast4 29x Projected growth in global battery energy storage capacity by 20503 FREYR’s ESS opportunity: • Growing global power demand driven by electrification of society and decarbonization mandates • Expanding renewables penetration across global power grids puts additional stress on baseload power capacity The role of battery storage: • Battery storage is used to store and dispatch excess power produced by intermittent generation sources such as wind and solar • Battery installations correlate closely with high variable renewable power capacity deployments Notable trends/recent developments: • In April, the G7 energy ministers agreed to a targeted 6.5-fold increase in energy storage capacity by 2030, from 230 GW in 2022 to 1,500 GW, buoyed by lower battery prices and the IEA’s projections of a tripling in renewables deployment by 2035 • According to a recent report published by the International Energy Agency, global battery storage installations reached 42 GW/99 GWh in 2023, more than doubling year-on-year2 • Global electricity demand from data centers, driven by the proliferation of Artificial Intelligence and cryptocurrencies, is expected to grow from 460 TWh in 2022 to 800 TWh in 20261
NEW ADDITIONS STRENGTHEN FREYR’S BOARD OF DIRECTORS 4 Appointments of Todd Kantor, Tore Ivar Slettemoen, and David Manners underscore FREYR’s commitment to shareholder alignment FOUNDING INVESTORS JOIN FREYR’S BOARD • Todd Kantor and Tore Ivar Slettemoen bring decades of energy sector and investing experience • Creates direct feedback loop with two of FREYR’s top institutional holders • Augments Board’s expertise to oversee and assist with capital formation initiatives • Demonstrates FREYR’s focus on creating long-term shareholder value ADDING EXPERT PERSPECTIVE ON PUBLIC AND GOVERNMENT AFFAIRS • David Manners is a trusted advisor to the energy industry and investment community • Experience as U.S. Government officer enhances FREYR’s understanding of policy and geopolitical landscapes • Appointment coincides with heightened politicization of energy security, near-shoring of key technologies, decarbonization of energy mix
KEY MESSAGES 5 APPROACHING FIRST AUTOMATED UNIT CELL PRODUCTION AT CQP • On track to produce first unit cells with the full automation of the Casting and Unit Cell Assembly in H1 2024 as previously communicated • Fine tuning next-generation system integration in preparation for unit cell production trial NEW ADDITIONS STRENGTHEN FREYR’S BOARD OF DIRECTORS • Todd Kantor, Tore Ivar Slettemoen, and David Manners bring decades of experience in their respective fields • With appointments, collective FREYR insider equity ownership exceeds 20% of outstanding common shares FREYR 2.0 GROWTH INITIATIVE UPDATE • Advancing discussions to reach two potential strategic agreements • Opportunities align with FREYR’s ambition to accelerate path to market, revenues and cash flows • Streamlining our project pipeline to pursue four distinct projects with the highest return potential MAINTAINING FINANCIAL DISCPILINE • FREYR’S strong, debt-free balance sheet continues to attract potential strategic partners • Evaluating use cases for Giga Arctic to maximize value • Focusing on cost vigilance, raising non-dilutive growth capital, asset optimization, and value creating investments Focused on execution and delivering for our shareholders
CQP UPDATE FREYR expects to commence automated unit cell production in H1 2024 APPROACHING FIRST UNIT CELL PRODUCTION TRIAL • Preparations ongoing to conduct first unit cell production trial utilizing the full automation of the Casting and Unit Cell Assembly • Team is fine tuning and integrating casting webs across the cathode, anode and merge units using the Multi-Carrier System (“MCS”) • Focusing on speed to the production trial while maximizing system stability • Production of unit cells with full automation of the next-generation Casting and Unit Cell Assembly is an important step to validate FREYR’s technical and operational credentials as a battery production company KEY NEXT STEPS • Q2 2024: conduct initial unit cell production trials • Q2 2024: commence initial volume production to harvest production data and product quality evaluations Detailed dimensional measurements Cell stack assessment 6
UPDATE ON FREYR’S 2.0 GROWTH INITIATIVE 7 Focusing on four commercial and project opportunities with highest return potential COMMERCIAL UPDATE • FREYR has refined its project focus list through ongoing project diligence and commercial discussions • Two of the five previously highlighted pursuits related to passenger EV market in Europe are no longer under consideration • Added a global pursuit tied to commercial E-mobility applications • Projects based on both SemiSolid platform and potential conventional technology agreements • Focusing on ESS and commercial E-mobility end markets ADVANCING STRATEGIC DISCUSSIONS • Negotiations ongoing to reach two potential strategic agreements • Conventional technology licensing agreement and potential inorganic opportunity • Both intended to accelerate FREYR’s path to market and first revenues
8 Initial site preparation underway at FREYR’s flagship U.S. project GIGA AMERICA UPDATE FOCUSED ON ACCELERATING PATH TO FIRST PRODUCTION • A conventional technology track is likely the fastest pathway to market • Technological maturity and established supply chains • The IRA 45X production tax credits equate to $1 - 2 million per day of estimated benefit to Giga America project at optimized production yields NEXT STEPS • Finalizing terms with the technology provider • Agreeing to terms with key offtake partners • Refreshing and reinitiating the project level equity process targeting the conventional track project
OPTIMIZING OUR SPENDING 9 • Ended Q1 2024 with $253 million of cash and no debt • Focusing core activities enabling cost reductions (20% reduction in FT employees, and 50% reduction in contractors/project support) • Extending our runway well beyond two years excluding any potential future financings Operational and financial discipline remain in focus
OPTIMIZING OUR BALANCE SHEET 10 • 2023 total cash uses were $287 million • 2024 cash use well below 2023; spend timing dependent on: • CQP & Test Center automation progress / cell production and testing ramp • Giga America development costs • Costs to mature a potential conventional technology license • Other commercial and technology initiatives Prioritizing balance sheet strength by planning 2024 total cash uses well below 2023 FREYR Q1 2024 Cash Bridge ($ in millions) Note: Cash includes cash, cash equivalents and restricted cash: amounts may not reconcile due to rounding.
FREYR 2024 OUTLOOK AND PRIORITIES 11 Near-term goals and commercialization road map H1 2024 CQP • Conduct first unit cell production trial with full automation of Casting and Unit Cell Assembly Conventional technology • Targeting finalization and announcement of agreement Capital formation • Continue to advance initiatives with prospective project equity sponsors, DOE, and other potential capital providers Project development: FREYR 2.0 • Targeting formalization of commercial relationships to trigger multiple project options • Pursuing four distinct project opportunities focused on ESS and commercial E-mobility use cases H2 2024 Conventional technology • Secure customer offtake agreements and execute financing plan for Giga America track Capital formation • Targeting close of multiple tranches of project equity and debt capital tied to ongoing pursuits Commercial • Accelerate path to market via potential conventional agreement and inorganic opportunities End of H1 2024Start of H1 2024 Year-end 2024
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Grafico Azioni FREYR Battery (NYSE:FREY)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni FREYR Battery (NYSE:FREY)
Storico
Da Gen 2024 a Gen 2025