エドガーで原本を確認する
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): February 10, 2025
FREYR Battery, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-274434 | 93-3205861 | ||
|
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
1211 E 4th St.
Austin, Texas 78746
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (678) 632-3112
6&8 East Court Square, Suite 300,
Newnan, Georgia 30263
(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 | 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 8.01 Other Events.
On February 10, 2025, FREYR Battery, Inc. (the “Company”) announced that it is relocating its global headquarters to Austin, Texas. The Company also announced that it entered into a definitive agreement to sell its 368-acre site in Coweta County, Georgia for gross sales proceeds of $50 million and estimated net proceeds of $22.5 million.
The press release is being furnished pursuant to Item 8.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by FREYR Battery, Inc. on February 10, 2025 | |
| 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: February 10, 2025 | By: | /s/ Daniel Barcelo |
| Name: | Daniel Barcelo | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors |
|
Exhibit 99.1
News Release
FREYR Battery Announces Austin, Texas as Location for New Corporate Headquarters
New York and Austin, TX February 10, 2024, FREYR Battery (NYSE: FREY) (“FREYR” or the “Company”) announced this morning that the Company has selected Austin, Texas, as the location for its new global headquarters to geographically align the Company’s workforce with its operations and strategy to provide solar modules made in the United States. This announcement coincides with the ongoing ramp of production at FREYR’s G1 solar module facility in Wilmer, Texas, which already employs more than 1,000 people across the Wilmer and Dallas communities.
Establishing Corporate Headquarters in Austin, Texas
FREYR has selected Austin, Texas as the location for the Company’s global headquarters in support of FREYR’s corporate development, operations, and strategy. Austin is strategically located near FREYR’s operating U.S. solar module manufacturing facility in Wilmer, Texas, and provides access to an emerging talent pool within the booming, business-friendly Texas economy to support the Company’s growth aspirations. FREYR’s global headquarters will be located at 1211 E 4th St., Austin, TX 78746.
“Today marks another important step for FREYR as we execute our strategic plan to establish an integrated U.S. solar + battery storage manufacturing enterprise built on advanced technology,” commented Daniel Barcelo, FREYR’s Chairman of the Board and Chief Executive Officer. “Our global headquarters will be in Austin, Texas, which is a vibrant and fast-growing hub of renewable energy and advanced technology development, strategically located close to our operations. As we move forward with our strategy to build an integrated American solar + storage manufacturing network, we intend to bring more than 1,000 new American jobs to the Texas economy. We look forward to building our teams in Austin and Wilmer, establishing a Texas job creation engine, and working with our partners across industry and government to invest in critical U.S. infrastructure.”
Sale of Coweta County Site in Georgia
In conjunction with the Company’s relocation to Texas, FREYR has entered into a definitive agreement to sell its 368-acre site in Coweta County, Georgia, to an undisclosed party for gross sales proceeds of $50 million. The transaction is expected to close on February 15, 2024. Estimated net proceeds to FREYR are expected to total $22.5 million following repayment of previously received state and local grants.
***
About FREYR
FREYR (NYSE: FREY) is an energy solutions provider building an integrated U.S. supply chain for solar and batteries. In December 2024, FREYR completed a transformative transaction, positioning the Company as one of the leading solar manufacturing companies in the U.S., with a complementary solar and battery storage strategy. Based in the U.S. with plans to expand its operations in America, the Company is also exploring value optimization opportunities across its portfolio of assets in Europe. To learn more about FREYR, please visit www.freyrbattery.com and follow @FREYRBattery on social media.
1 | News Release | FREYR Battery | www.freyrbattery.com/news Executive Vice President, Investor Relations and Corporate Development
Investor contact:
Jeffrey Spittel
jeffrey.spittel@freyrbattery.com
Tel: (+1) 409 599-5706
Media contact:
Amy Jaick
Senior Vice President, Communications
amy.jaick@freyrbattery.com
Tel: (+1) 973 713-5585
Cautionary Statement Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation with respect to the Company’s operational performance and profitability (including its strategic objective to develop U.S.-made solar modules), any expected jobs created as a result of the establishment of the Company’s headquarters in Austin, any other anticipated benefits or advantages of establishing the Company’s headquarters in Austin and any expected timings of and proceeds from the sale of the Coweta County site. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results or achievements to be materially different from the Company’s expectations and projections expressed or implied by the forward-looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”) and the Company’s other filings with the SEC. Forward-looking statements speak only as of the date of this press release and are based on information available to the Company as of the date of this press release, and the Company assumes no obligation to update such forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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 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.
2 | News Release | FREYR Battery | www.freyrbattery.com/news