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): ~~December~~January 152, ~~2023~~2024

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.)

22-24, Boulevard Royal, L-2449 Luxembourg

Grand Duchy of Luxembourg



(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +352 621 727 777

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, without nominal value

FREY

The New York Stock Exchange

Warrants, each whole warrant exercisable for one Ordinary Share 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 5.07 Submission of Matters to a Vote of Security Holders.~~Introduction

On December 1531, 2023, ~~an extraordinary general meeting of shareholders was convened for~~ FREYR Battery, a ~~Luxembourg~~public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“FREYR”), orcompleted its previously announced process to redomicile from Luxembourg to the United States pursuant to the Agreement and Plan of Merger, dated as of October 13, 2023 (the “~~Company~~Merger Agreement”) atand the ~~registered~~Common ~~office~~Draft Terms of Cross-Border Merger (projet commun de fusion transfrontalière) (the ~~Company,~~“Common ~~22-24,~~Draft ~~Boulevard~~Terms ~~Royal,~~of LCross-~~2449~~Border ~~Luxembourg~~Merger”), ~~Grand~~by ~~Duchy~~and ofbetween ~~Luxembourg~~FREYR and FREYR Battery, ~~with~~Inc., ~~respect~~a toDelaware ~~its~~corporation ~~previously~~(“FREYR ~~announced~~Delaware”). ~~plans~~The toMerger ~~redomicile~~Agreement ~~from~~and ~~Luxembourg~~Common toDraft Terms of Cross-Border Merger provided for the ~~U.S.~~merger (the “~~Extraordinary General Meeting~~Merger”)~~. At~~ ~~the~~of ~~Extraordinary~~FREYR ~~General~~with ~~Meeting~~and into FREYR Delaware, ~~shareholders~~with ~~voted~~FREYR onDelaware surviving the ~~proposed~~Merger. ~~agenda~~As ~~items~~a ~~contained~~result inof the ~~convening~~Merger, ~~notice~~FREYR ~~for~~Delaware became the ~~Extraordinary~~successor ~~General~~issuer ~~Meeting~~to ~~dated~~FREYR. ~~November~~The 6,Merger ~~2023~~was (approved by the ~~“Convening~~requisite ~~Notice”)~~majority ~~and~~of the ~~proxy~~shareholders ~~card~~of ~~form,~~FREYR ~~both~~at ~~filed~~its ~~with~~Extraordinary ~~the~~General ~~Securities~~Meeting ~~and~~of ~~Exchange~~Shareholders ~~Commission~~held on December 15, 2023.

~~Holders~~The offoregoing ~~77,973,546~~description of the ~~Company’s~~Merger ~~Ordinary~~is ~~Shares~~not ~~were~~complete ~~present~~and oris ~~represented,~~qualified ~~consisting~~in ofits ~~55.81%~~entirety ofby reference to (i) the ~~139,705,234~~Merger ~~ordinary~~Agreement ~~shares~~previously ~~issued~~filed ~~and~~as ~~eligible~~Exhibit 2.1 to ~~participate~~FREYR’s atCurrent ~~the~~Report ~~Extraordinary~~on ~~General~~Form ~~Meeting~~8-K ~~from~~filed awith ~~quorum~~the ~~and~~U.S. ~~vote~~Securities ~~perspective. The~~and ~~Extraordinary~~Exchange ~~General~~Commission ~~Meeting~~(the ~~agenda~~“SEC”) ~~items~~on ~~can~~October be13, ~~adopted~~2023, inwhich ~~accordance~~is ~~with~~attached ~~the~~hereto ~~Company’s~~as ~~articles~~Exhibit of2.1 ~~association~~ and ~~Luxembourg~~incorporated ~~law,~~herein by areference ~~two-thirds~~and (~~2/3~~ii) ~~majority~~the Common Draft Terms of ~~the~~Cross-Border ~~votes~~Merger ~~validly~~previously ~~cast~~filed ~~for~~as ~~each~~Exhibit ~~proposal,~~2.1 ~~with~~to atFREYR’s ~~least~~Current ~~one~~Report ~~half~~on ofForm 8-K filed with the ~~issued~~SEC ~~share~~on ~~capital~~October of5, ~~the~~2023, ~~Company~~which ~~present~~is orattached ~~represented~~hereto atas ~~the~~Exhibit ~~Extraordinary~~2.2 ~~General~~and ~~Meeting~~incorporated herein by reference.

~~The~~Item ~~results~~3.01. ~~for~~Notice ~~each~~of ~~matter~~Delisting ~~submitted~~or Failure to Satisfy a ~~vote~~Continued ofListing ~~shareholders~~Rule ator ~~the~~Standard; ~~Extraordinary~~Transfer ~~General~~of ~~Meeting were as follows:~~Listing.

~~Resolution~~In Iconnection with the completion of the Merger, on December 20, 2023, FREYR notified the New York Stock Exchange (“NYSE”) that (i) each of the issued and outstanding FREYR ordinary shares (the “Ordinary Shares”) immediately prior to the effective time of the Merger (the “Effective Time”), will automatically be cancelled and FREYR Delaware will issue as consideration therefor new duly authorized, validly issued, fully paid and non-assessable common stock of FREYR Delaware (the “Common Stock”) to the shareholders of FREYR on a one-to-one basis, in each case without interest and net of any applicable withholding taxes, (ii) each public and private warrant of FREYR issued and outstanding exercisable for one (1) FREYR Ordinary Share will become exercisable for one (1) Common Stock of FREYR Delaware and FREYR Delaware will assume FREYR’s rights and obligations thereto, in accordance with the terms of the second amendment to the warrant agreement dated December 31, 2023 among FREYR Delaware, FREYR, Alussa Energy Acquisition Corp. (“Alussa”) and Continental Stock Transfer & Trust Company (“CST”) (“Amendment No. 2 to the Warrant Agreement”), which constitutes an amendment to that certain warrant agreement, dated as of November 25, 2019, by and between Alussa and CST, as amended by amendment no. 1 to such warrant agreement, dated as of July 7, 2021, by and among FREYR, Alussa and CST, (iii) each warrant of FREYR held by EDGE Global LLC (“EDGE Global”) issued and outstanding will become exercisable for one (1) Common Stock of FREYR Delaware on the same terms as those that governed these warrants immediately prior to the Merger (such warrants of FREYR, together with the warrants described in (ii), the “FREYR Warrants”) and (iv) all Ordinary Shares issued and outstanding that are held in treasury by FREYR immediately prior to the Effective Time will be cancelled by virtue of and simultaneously with the Merger and said treasury shares will cease to exist (such transactions collectively referred to as the “Redomiciliation Transaction”).

ItThe ~~was~~foregoing ~~resolved,~~description ~~to confirm the mandate as a member~~ of the ~~Board~~treatment of ~~Directors of~~ the ~~Company~~warrants ofis ~~Mr.~~not ~~Birger~~complete ~~Steen~~and tois ~~replace~~qualified ~~Mr.~~in ~~Torstein~~its ~~Dale~~entirety ~~Sjøtveit,~~by ~~with~~reference ~~effect~~to asAmendment ofNo. ~~August~~2 9,to ~~2023, and for a period ending at~~ the ~~next~~Warrant ~~annual~~Agreement, ~~general meeting of the Company (~~which ~~corresponds~~is toattached ~~the~~hereto ~~duration~~as ofExhibit ~~the~~4.1 ~~mandate~~and ofincorporated ~~Mr.~~herein ~~Torstein~~by ~~Dale Sjøtveit)~~reference.

For						Against						Abstentions						Broker Non-Votes
69,605,990						2,591,846						5,775,710						—

The NYSE suspended trading of the Ordinary Shares and FREYR Warrants as of the close of business on December 29, 2023, and FREYR Delaware expects that its Common Stock (CUSIP: 35834F 104) and Warrants (CUSIP: 35834F 112) will commence trading on the NYSE as of the open of business on January 2, 2024, under the symbols “FREY” and “FREY WS”, respectively, which were the same symbols under which the Ordinary Shares and FREYR Warrants traded.

~~Resolution~~Item II3.03. Material Modification to Rights of Security Holders.

ItAs ~~was~~a ~~resolved~~result of the Merger, ~~that~~shareholders of FREYR became stockholders of FREYR Delaware, and the ~~Extraordinary~~rights of such stockholders are now defined by the Delaware General ~~Meeting~~Corporation ~~acknowledges:~~Law, the Amended and Restated Certificate of Incorporation of FREYR Delaware (the “Certificate of Incorporation”) and the Amended and Restated Bylaws of FREYR Delaware (the “Bylaws”). The Certificate of Incorporation and Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. Information about certain differences in rights between shareholders of FREYR and stockholders of FREYR Delaware as a result of the Merger were previously disclosed in the Registration Statement on Form S-4 of FREYR Delaware (File No. 333-274434) declared effective by the SEC on November 3, 2023.

I.(a) the availability of certain written reports on the Merger (as defined below) contemplated under the Redomiciliation Transaction (as defined below) drawn up by (i) the Board of Directors and the board of directors of FREYR Battery, Inc., Delaware corporation, having its registered office at c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801, United States of America (the “Absorbing Company” and together with the Company, the “Merging Companies”) in accordance with Article 1021-5 of the Luxembourg Law and (ii) EUROLUX AUDIT S.à r.l. and PKF Audit & Conseil (the “Merger Independent Specialists”) as independent experts in accordance with Article 1021-6 (1) of the Luxembourg Law and (b) the availability of the interim accounts of the Absorbing Company and the Company as at August 31, 2023 and June 30, 2023 respectively;

II.that all documents referred to by Article 1021-7 of the Luxembourg Law have been made available at the registered office of each of the Merging Companies for due inspection by the shareholders at least one (1) month prior to the date of the Extraordinary General Meeting (such documents collectively, the “Documents”); and

III.having been informed by virtue of the written reports of the boards of directors of each of the Merging Companies, drawn-up in accordance with Article 1021-5 of the Luxembourg Law, of the significant changes in the assets and liabilities of the Company between the date of the signature of the Common Draft Terms of Cross-Border Merger (as defined below) on September 29, 2023 and the date of the Extraordinary General Meeting and the date of the extraordinary general meeting of the sole shareholder of the Absorbing Company convened to approve the Merger.

For						Against						Abstentions						Broker Non-Votes
71,894,394						350,308						5,728,844						—

Resolution III

It was resolved, to:

I.adopt the merger agreement by and between the Company and the Absorbing Company (the “Merger Agreement”), and the common draft terms of cross-border merger (projet commun de fusion transfrontalière) (the “Common Draft Terms of Cross-Border Merger”) drawn up by the boards of directors of each of the Merging Companies, pursuant to which the Company will be absorbed and merged into the Absorbing Company, with the Absorbing Company surviving the cross-border merger (the “Merger”), and whereby (i) each issued and outstanding ordinary share of the Company (the “FREYR Ordinary Shares”) immediately prior

toItem the effective time of the Merger (the “Effective Time”), will automatically be cancelled and the Absorbing Company will issue as consideration therefor new duly authorized, validly issued, fully paid and non-assessable common stock of the Absorbing Company (the “Common Stock”) to the shareholders of the Company on a one-to-one basis, (ii) each outstanding public and private warrant of the Company exercisable for one (1) FREYR Ordinary Share at an exercise price of $115.5002. ~~will~~Departure ~~become exercisable for one (1) Common Stock~~ of ~~the~~Directors Absorbing Company and the Absorbing Company will assume the Company’s rights and obligations thereto, on the same terms as those that currently govern these warrants, and each warrant of the Absorbed Company held by EDGE Global LLC will become exercisable for one (1) Common Stock on the same terms as those that currently govern these warrants, (iii) all FREYR Ordinary Shares held in treasury by the Company outstanding immediately prior to the Effective Time will be ipso jure cancelled by virtue of and simultaneously with the Merger and said treasury shares will cease to exist and no consideration will be delivered in exchange thereafter, (iv) the Absorbing Company will assume, or ~~will~~Certain ~~cause~~Officers; anElection ~~applicable affiliate to assume, the FREYR 2021 Equity Incentive Plan (amended and restated as~~ of ~~May~~Directors; ~~10,~~Appointment ~~2023), as well as all other compensation or benefit plans, policies and arrangements previously maintained by the Company and (v) as a result~~ of ~~the~~Certain ~~Merger,~~Officers; atCompensatory ~~the~~Arrangements ~~Effective Time the amended and restated certificate~~ of ~~incorporation~~Certain ~~and bylaws of the Absorbing Company will come into effect (such transactions collectively referred to as the “Redomiciliation Transaction”); and~~ Officers.

~~II.~~Pursuant to ~~approve~~ the Merger Agreement, the persons who will serve as directors and ~~its~~officers ~~legal~~of FREYR Delaware after giving effect to the Redomiciliation Transaction are the same persons currently serving as directors and ~~accounting~~officers ~~effective~~of ~~time~~FREYR.

For						Against						Abstentions						Broker Non-Votes
71,924,656						363,910						5,684,980						—

Following the Redomiciliation Transaction, FREYR expects that FREYR Delaware’s director and executive compensation programs will be substantially similar to those currently offered by FREYR. Each right and obligation under the equity-based benefit and compensation plans and programs and agreements providing for the grant or award of restricted stock, stock units, stock options, warrants, stock appreciation rights, performance shares, performance units, dividend equivalent rights, and share awards, including the 2019 Incentive Stock Option Plan of FREYR AS as issued on September 11, 2019, the FREYR 2021 Equity Incentive Plan (amended and restated as of May 10, 2023), and the stock option agreement, dated as of July 13, 2021 entered into by and between FREYR and Tom Einar Jensen will be assumed by FREYR Delaware and will be converted to a corresponding equity award with respect to Common Stock on a one-to-one basis and each equity or equity-based award granted under FREYR will be cancelled and the recipient will have no right or interest in such award or any underlying Ordinary Shares other than receipt of a corresponding equity or equity-based award with respect to Common Stock.

~~Resolution~~Item IV8.01. Other Events.

ItAs ~~was resolved, to grant power and authority to (i) any director~~ of ~~the~~December ~~Company~~31, ~~or any person authorized by the Board of Directors~~2023, ~~each~~FREYR ~~individually~~Delaware’s ~~and~~Common ~~with~~Stock ~~full~~is ~~power~~deemed ~~of substitution,~~ to ~~appear~~be ~~before~~registered aunder ~~notary~~Section in12(b) ~~the Grand Duchy~~ of ~~Luxembourg to declare and confirm and issue~~ the ~~“Board~~Securities ~~Confirmation”,~~Exchange ~~whereby~~Act ~~the Board~~ of ~~Directors declares and confirms~~1934, inas ~~the name of and on behalf of the Company and the Board of Directors~~amended, ~~that~~pursuant ~~the conditions precedent~~ to ~~the~~Rule ~~Merger,~~12g-3(a) aspromulgated ~~specified~~thereunder. inFor ~~the~~purposes ~~Merger Agreement and the Common Draft Terms~~ of ~~Cross-Border~~Rule ~~Merger~~12g-3(a), ~~have~~FREYR ~~been~~Delaware ~~satisfied or waived and that the Merger~~ is ~~effective and (ii) any director of~~ the ~~Company~~successor ~~and/or~~issuer ~~any~~to ~~lawyer or employee of the law firm Arendt & Medernach S~~FREYR.A. ~~and/or~~As ~~any~~a ~~employee~~result, oreffective ~~clerk~~as of ~~the~~January ~~instrumenting~~2, ~~notary in the Grand Duchy of Luxembourg~~2023, tofuture ~~individually~~filings ~~carry~~with ~~out in~~ the ~~name~~SEC ~~and~~will onbe ~~behalf~~filed ~~of the Company, any changes required~~ by ~~the~~FREYR ~~matters~~Delaware ~~set~~under ~~out~~CIK inNo. ~~the foregoing proposals as well as all filings, notifications and publications necessary for the Merger~~0001992243.

For						Against						Abstentions						Broker Non-Votes
71,794,657						385,035						5,793,854						—

Item 9.01. Financial Statements and Exhibits.

~~Each~~(d) ~~of the foregoing proposals for the Extraordinary General Meeting is more fully described in the Convening Notice~~Exhibits.


Exhibit No.						Description
2.1						Merger Agreement and Plan of Merger, by and between FREYR Battery and FREYR Battery, Inc., dated October 13, 2023 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 13, 2023).
2.2						Common Draft Terms of Cross-Border Merger (projet commun de fusion transfrontalière), dated as of September 29, 2023, by and between FREYR Battery and FREYR Battery, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 5, 2023).
3.1						Amended and Restated Certificate of Incorporation of FREYR Battery, Inc., a Delaware corporation.
3.2						Amended and Restated Bylaws of FREYR Battery, Inc., a Delaware corporation.
4.1						Amendment No. 2 to the Warrant Agreement, dated December 31, 2023, among Alussa Energy Acquisition Corp., FREYR Battery, FREYR Battery, Inc. and Continental Stock Transfer & Trust Company.
99.1						Press Release of FREYR Battery, Inc., dated January 2, 2023.
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
Date: December 18, 2023	By:	/s/ Are L. Brautaset
Date: January 2, 2024	By:	/s/ Are L. Brautaset
	Name:	Are L. Brautaset
	Title:	Chief Legal Officer

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