FREYR Battery (NYSE:FREY) Q3 2022 Earnings Conference Call November 14, 2022 7:30 AM ET Company Participants Jeff Spittel - Vice President, Investor Relations Tom-Einar Jensen - Chief Executive Officer Jan Arve Haugan - Chief Operating Officer Oscar Brown - Chief Financial Officer Conference Call Participants Philipp Koenig - Goldman Sachs Maheep Mandloi - Credit Suisse Gabe Daoud - Cowen Operator Hello, everyone and thank you for joining the FREYR Battery Third Quarter 2022 Earnings Conference Call. My nam ...

| --- | --- | --- | --- | --- | |------------------------------|-------|-------|-------|-------| | | | | | | | FREYR 3Q 2022 Earnings Call | | | | | | | | | | | | November 14, 2022 | | | | | 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 offer of exposure to the secular growth trends in the battery market as an emerging clean battery producer of choice in Europe a ...

Commission File Number: 001-40581 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | --- | --- | --- | | Ordinary Shares, without nominal value | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40581 FREYR Battery (Exact name of Registrant as specified in its charter) 412F, route d'Esch, L-2086 Luxembourg Grand Duchy of Luxembourg + 352 46 61 11 3721 (Ad ...

FREYR Battery (NYSE:FREY) Q2 2022 Earnings Conference Call August 8, 2022 7:30 AM ET Company Participants Jeffrey Spittel - Investor Relations Tom Einar Jensen - Co-Founder and Chief Executive Officer Jan Arve Haugan - Chief Operating Officer and Deputy Chief Executive Officer Oscar Brown - Co-Founder and Chief Financial Officer Conference Call Participants Philipp Konig - Goldman Sachs Maheep Mandloi - Credit Suisse Greg Lewis - BTIG Operator Good morning and welcome to today's FREYR Battery Second Quarter ...

FREYR 2Q 2022 Earnings Call August 8, 2022 Forward looking statements 2 Important notices All statements, other than statements of present or historical fact included in this presentation, including, without limitation, regarding FREYR's accelerated growth ambitions based on FREYR's traction to date; the growing interest in FREYR's augmented value proposition from customers, partners, investors and key stakeholders; the accelerating of secular growth trends despite supply chain challenges and price increase ...

FREYR 1Q 2022 Earnings Call May 11, 2022 Forward looking statements 2 Important notices 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 ...

FREYR Battery (NYSE:FREY) Q1 2022 Earnings Conference Call May 11, 2022 7:30 AM ET Company Participants Jeff Spittel - Investor Relations Tom Einar Jensen - Chief Executive Officer Jan Arve Haugan - Chief Operating Officer Oscar Brown - Chief Financial Officer Conference Call Participants Jose Asumendi - JP Morgan Maheep Mandloi - Credit Suisse Evan Silverberg - Morgan Stanley Operator Welcome and thank you for standing by. Welcome to the FREYR Battery Q1 2022 Earnings Call. [Operator Instructions] I will n ...

OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40581 FREYR Battery (Exact name of Registrant as specified in its charter) Luxembourg Not Applicable (State or other jurisdiction of (I.R.S. Employer incorporati ...

Part I [Item 1. Business](index=6&type=section&id=Item%201.%20Business) FREYR Battery, a pre-revenue company, focuses on producing clean, cost-effective lithium-ion batteries using 24M Technologies' licensed technology for its Norwegian facilities - FREYR's core mission is to accelerate decarbonization by producing **low-cost, low-carbon batteries**, initially targeting ESS, marine, and commercial vehicle markets[20](index=20&type=chunk) - The company operates on a dual-strategy business model, combining in-licensing of next-generation technology like 24M's SemiSolid™ platform with joint ventures involving conventional battery cell technology providers[31](index=31&type=chunk)[41](index=41&type=chunk) - FREYR has a licensing agreement with 24M Technologies for its SemiSolid™ lithium-ion battery platform, which simplifies manufacturing, **reduces costs**, and **lowers carbon footprint**[26](index=26&type=chunk)[32](index=32&type=chunk) - The company secured significant commercial agreements, including an inaugural offtake agreement for at least **31 GWh of battery cells** and a teaming agreement with Honeywell for **19 GWh of cells**[63](index=63&type=chunk)[65](index=65&type=chunk) - A joint venture with Koch Strategic Platforms (KSP) was formed to develop clean battery cell manufacturing in the United States, supported by a combined **$70 million investment** in 24M convertible notes[71](index=71&type=chunk) - FREYR's development plan includes a Customer Qualification Plant (CQP) under construction, followed by Gigafactories in Norway targeting a total nominal capacity of approximately **83 GWh per year by 2028**[49](index=49&type=chunk)[51](index=51&type=chunk)[54](index=54&type=chunk) - The company received significant government grants for its CQP, including **NOK 39 million** from Innovation Norway and **NOK 142 million** from ENOVA[92](index=92&type=chunk)[93](index=93&type=chunk) [Item 1A. Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) As a pre-revenue, early-stage entity, the company faces substantial risks including dependence on unproven technology, manufacturing scalability, capital needs, supply chain disruptions, and competition - FREYR lacks prior battery cell manufacturing experience, and its success depends on executing complex development plans economically and on schedule, with CQP costs already significantly higher than forecasted[101](index=101&type=chunk) - The business heavily relies on 24M's technology, which has limited commercialization and provides only limited exclusivity, allowing 24M to license it to competitors and posing a **significant competitive risk**[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) - The company has a history of financial losses, with an accumulated deficit of approximately **$30.8 million** from inception to June 30, 2021, and expects significant and increasing losses for the foreseeable future[143](index=143&type=chunk)[144](index=144&type=chunk) - FREYR's capital-intensive business requires substantial additional funding for Gigafactory construction, with no certainty of capital availability on attractive terms[176](index=176&type=chunk) - The company is exposed to supply chain risks, including potential disruptions and substantial price increases for raw materials like lithium and cobalt, which could adversely affect operating costs and prospects[109](index=109&type=chunk)[112](index=112&type=chunk) - Based on its asset composition, particularly large cash holdings, FREYR was likely a Passive Foreign Investment Company (PFIC) for the 2021 tax year, potentially resulting in **adverse U.S. federal income tax consequences** for U.S. investors[190](index=190&type=chunk) [Item 2. Properties](index=46&type=section&id=Item%202.%20Properties) FREYR leases all its properties, including office spaces in Luxembourg and Norway, and the building and land for its Customer Qualification Plant in Mo i Rana - The company leases the building and adjacent area for its Customer Qualification Plant in Mo i Rana, Norway, from Mo Industripark, with leases expiring in **August 2031**[237](index=237&type=chunk) - FREYR leases office spaces in multiple locations, including its principal executive office in Luxembourg and operational offices in Norway, to support its operations[233](index=233&type=chunk)[237](index=237&type=chunk) [Item 3. Legal Proceedings](index=47&type=section&id=Item%203.%20Legal%20Proceedings) As of the report date, FREYR is not involved in any material litigation, nor is management aware of any pending legal actions - There is no material litigation currently pending or contemplated against the company[235](index=235&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=48&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) FREYR's Ordinary Shares and Warrants trade on the NYSE, and the company does not anticipate paying cash dividends while detailing securities authorized under its equity compensation plans - The company's Ordinary Shares and Warrants are listed on the NYSE under the ticker symbols **'FREY'** and **'FREY WS'**[239](index=239&type=chunk) - FREYR does not anticipate paying cash dividends in the foreseeable future[239](index=239&type=chunk) Equity Compensation Plan Summary | Plan category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | (b) Weighted average exercise price of outstanding options, warrants and rights | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 1,921,950 | $10.08 | 9,678,050 | | Equity compensation plan not approved by security holders | 850,368 | $0.51 | 0 | | Equity compensation plan not approved by security holders | 850,000 | $10.00 | 0 | | **Total** | **3,622,318** | **N/A** | **9,678,050** | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) FREYR, a pre-revenue company, saw significant operating expense increases in 2021, while its liquidity was substantially boosted by the Business Combination, providing $565.6 million in cash Operating Expenses and Net Loss | | For the years ended December 31, | Change ($ thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | | **2021** | **2020** | | | | **Operating expenses:** | | | | | | General and administrative | $61,635 | $7,043 | $54,592 | 775% | | Research and development | $13,816 | $1,865 | $11,951 | 641% | | **Total operating expenses** | **$75,633** | **$8,923** | **$66,710** | **748%** | | **Loss from operations** | **($75,633)** | **($8,923)** | **($66,710)** | **748%** | | **Net loss** | **($93,378)** | **($9,605)** | **($83,773)** | **872%** | - The increase in General and Administrative expenses was primarily driven by a **$28.3 million** rise in compensation costs from higher headcount and share-based compensation, and a **$26.3 million** increase in corporate and professional service fees[287](index=287&type=chunk) - Research and Development expenses grew mainly due to **$5.2 million** in costs related to the 24M license and a **$4.2 million** increase in R&D compensation costs[288](index=288&type=chunk) - As of December 31, 2021, FREYR had approximately **$565.6 million** in cash, cash equivalents, and restricted cash, primarily from the Business Combination proceeds[292](index=292&type=chunk) Cash Flow Summary | Cash Flow Summary (in thousands) | For the year ended December 31, | | | :--- | :--- | :--- | | | **2021** | **2020** | | Net cash used in operating activities | $(63,136) | $(7,336) | | Net cash used in investing activities | $(33,787) | $(71) | | Net cash provided by financing activities | $649,000 | $20,458 | [Item 7A. Quantitative and Qualitative Disclosures About Market Risk.](index=60&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) The company identifies inflation as a key market risk, as rising raw material prices and supply chain constraints could adversely impact manufacturing costs and operational results - FREYR is exposed to inflation risk, where increases in raw material prices like steel and aluminum and supply chain constraints may significantly increase supplier costs and lead times[313](index=313&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=62&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The consolidated financial statements for 2021 and 2020 reflect a development-stage company with no revenue, showing a significant increase in cash to $564.0 million and a net loss of $93.4 million in 2021 Consolidated Balance Sheet | Consolidated Balance Sheet (in thousands) | As of Dec 31, 2021 | As of Dec 31, 2020 | | :--- | :--- | :--- | | **Total Current Assets** | $582,791 | $15,851 | | **Total Assets** | **$627,033** | **$15,931** | | **Total Current Liabilities** | $25,797 | $10,937 | | **Total Liabilities** | **$81,548** | **$10,975** | | **Total Shareholders' Equity** | **$545,485** | **$4,956** | Consolidated Statement of Operations | Consolidated Statement of Operations (in thousands) | For the year ended Dec 31, 2021 | For the year ended Dec 31, 2020 | | :--- | :--- | :--- | | Total operating expenses | $75,633 | $8,923 | | Loss from operations | $(75,633) | $(8,923) | | **Net loss** | **$(93,378)** | **$(9,605)** | Net Loss Per Share | Net Loss Per Share | For the year ended Dec 31, 2021 | For the year ended Dec 31, 2020 | | :--- | :--- | :--- | | Basic and diluted | $(1.24) | $(0.34) | - The Business Combination with Alussa was accounted for as a reverse recapitalization, with Alussa treated as the acquired company for financial reporting purposes[338](index=338&type=chunk)[377](index=377&type=chunk) [Item 9A. Controls and Procedures](index=97&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2021, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2021[449](index=449&type=chunk) - No changes occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[453](index=453&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=98&type=section&id=Item%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section details biographical information for FREYR's eight directors and ten executive officers, highlighting board leadership, independence, and the establishment of three independent committees - The board consists of **eight directors**, led by Executive Chairman Torstein Dale Sjøtveit, with **six members determined independent** under NYSE and SEC rules[459](index=459&type=chunk)[476](index=476&type=chunk) - The company has separated the roles of Chairman and CEO, with Tom Einar Jensen serving as Chief Executive Officer[477](index=477&type=chunk) - The board established three standing committees: Audit and Risk, Compensation, and Nomination and Corporate Governance, each composed of independent directors[479](index=479&type=chunk)[480](index=480&type=chunk)[483](index=483&type=chunk) [Item 11. Executive Compensation](index=104&type=section&id=Item%2011.%20EXECUTIVE%20COMPENSATION) FREYR provides scaled executive compensation disclosure for its Named Executive Officers, detailing base salary, bonuses, and significant stock option awards, alongside the establishment of the 2021 Equity Incentive Plan Named Executive Officer Compensation | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | | **Tom Einar Jensen** | 2021 | 600,719 | - | 4,467,802 | 5,068,521 | | Chief Executive Officer | 2020 | 210,000 | 58,620 | 702,733 | 971,353 | | **Jan Arve Haugan** | 2021 | 581,843 | 350,561 | 2,072,953 | 3,005,358 | | President and Managing Director | 2020 | - | - | - | - | | **Ryuta Kawaguchi** | 2021 | 471,991 | 286,123 | 1,653,048 | 2,169,434 | | Chief Technology Officer | 2020 | 82,007 | 32,230 | - | 117,237 | - The 2021 Equity Incentive Plan was adopted, permitting grants of various stock awards, with a maximum share reserve equal to **10% of total shares outstanding** post-business combination[513](index=513&type=chunk)[515](index=515&type=chunk) - CEO Tom Einar Jensen's new employment agreement includes an annual base salary of **NOK 6,000,000**, a bonus potential of up to **12 months' salary**, and an award of **850,000 performance-based stock options**[556](index=556&type=chunk)[580](index=580&type=chunk) Non-Employee Director Annual Retainers | Non-Employee Director Annual Retainers | Cash ($) | | :--- | :--- | | Annual director retainer | $100,000 | | Audit and risk committee chairman | $35,000 | | Compensation committee chairman | $25,000 | | Nomination and corporate governance committee chairman | $25,000 | | Audit and risk committee member | $20,000 | | Compensation committee member | $10,000 | | Nomination and corporate governance committee member | $10,000 | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=123&type=section&id=Item%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) This section details the beneficial ownership of FREYR's ordinary shares as of March 8, 2022, showing directors and executive officers owning 25.46% and listing major shareholders holding over 5% - As of March 8, 2022, all directors and executive officers as a group beneficially owned **33,032,192 shares**, representing **25.46% of outstanding ordinary shares**[586](index=586&type=chunk) Major Shareholders (5% Holders) | 5% Holders | Number of Shares | Percentage of Outstanding Shares | | :--- | :--- | :--- | | Alussa Energy Sponsor LLC | 16,937,500 | 13.37% | | Certain entities affiliated with Sylebra Capital Limited | 12,705,935 | 10.87% | | Certain entities affiliated with Encompass Capital Advisors | 11,939,449 | 10.22% | | Certain entities affiliated with Koch Industries, Inc. | 11,500,000 | 9.84% | | ATS AS | 9,229,568 | 7.90% | | Entities affiliated with Teknovekst NUF | 8,390,446 | 7.18% | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=127&type=section&id=Item%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) FREYR has a formal policy for reviewing related person transactions, with significant examples including a services agreement with EDGE Global LLC, a framework agreement with Metier OEC, and employment of executive family members - FREYR had a services agreement with EDGE Global LLC, co-owned by CEO Tom Einar Jensen and director Peter Matrai, for consulting services, which terminated upon the Business Combination[598](index=598&type=chunk) - The company has a framework agreement with Metier OEC for consultancy services, whose CEO is the brother of FREYR's Executive Vice President, Projects[599](index=599&type=chunk) - Family members of executives are employed by the company, including the wife of the Executive Chairman and the daughter-in-law of the Executive Vice President, Projects[602](index=602&type=chunk)[603](index=603&type=chunk) - In connection with the Business Combination, certain major shareholders and the Sponsor entered into lock-up agreements, generally restricting share transfers for **one year post-closing**[614](index=614&type=chunk) [Item 14. Principal Accountant Fees and Services](index=133&type=section&id=Item%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) PricewaterhouseCoopers AS (PwC) serves as FREYR's independent registered public accounting firm, with total fees of $832,304 in 2021, all pre-approved by the audit and risk committee Fees Paid to PwC | Fees Paid to PwC | 2021 | 2020 | | :--- | :--- | :--- | | Audit Fees | $820,085 | $33,165 | | Audit Related Fees | $12,219 | $0 | | **Total** | **$832,304** | **$33,165** | - The audit and risk committee pre-approved all audit and permissible non-audit services provided by the independent registered public accounting firm[630](index=630&type=chunk) Part IV [Item 15. Exhibit and Financial Statement Schedules](index=135&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed as part of the Annual Report on Form 10-K, including foundational corporate documents and material contracts - This section provides an index of all financial statements and exhibits filed with the 10-K report, including foundational corporate documents and material contracts[634](index=634&type=chunk)[637](index=637&type=chunk)