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): November 1324, 2023

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 75.0102. ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers’ Compensatory Arrangements of Certain Officers.

On November 1324, 2023, ~~FREYR~~Olaug ~~Battery~~Svarva ~~(“FREYR”~~notified orthe Board of Directors (the “~~Company~~Board”) ~~issued~~of aFREYR ~~press~~Battery, ~~release~~a ~~announcing~~corporation ~~that~~in itthe ~~has~~form ~~published~~of a ~~letter~~public tolimited ~~shareholders~~liability ~~co-authored~~company by(société ~~Co-Founder~~anonyme) ~~and~~incorporated ~~Executive~~under ~~Chairperson~~the ~~Tom~~laws ~~Einar~~of ~~Jensen~~Luxembourg ~~and~~(the ~~Chief~~“Company”), ~~Executive~~that ~~Officer~~she ~~Birger~~will ~~Steen~~be intendering ~~connection~~her ~~with~~resignation as a director of the ~~extraordinary~~Company ~~general~~and ~~meeting~~as a member of ~~shareholders~~its Audit and Risk Committee (the “ARC”). Ms. Svarva was first appointed to bethe ~~held~~Board on ~~December~~July 159, ~~2023,~~2021. Her ~~with~~decision ~~respect~~ to ~~its~~resign ~~previously~~was ~~announced~~not ~~process~~due to ~~redomicile~~any ~~from~~disagreement ~~Luxembourg~~with the Company on any matter relating to the UCompany’s operations, policies, or practices (financial or otherwise).S. By a resolution of the Board, ~~which~~her isresignation ~~attached~~became ~~hereto~~effective ason ~~Exhibit~~November 9924, 2023.1.

~~The~~On ~~information~~November in24, ~~this~~2023, ~~item~~the ~~7.01,~~Board ~~including~~also ~~Exhibits~~appointed ~~99.1~~Jessica ~~attached~~Wirth ~~hereto,~~Strine isas ~~being~~an ~~furnished~~independent ~~and~~director ~~shall~~of ~~not~~the beCompany, ~~deemed~~effective ~~“filed”~~November ~~for~~24, ~~purposes~~2023. In ofaddition, ~~Section~~to 18fill ofthe vacancy on the ~~Exchange~~Board ~~Act~~created ~~nor~~by ~~shall~~Ms. itSvarva’s beresignation, ~~deemed~~the ~~incorporated~~Board byappointed ~~reference~~Jessica inWirth ~~any~~Strine, ~~filling~~as ~~under~~a member/chairperson of the ~~Securities~~ARC ~~Act~~effective ofNovember ~~1933~~24, as2023. These ~~amended,~~changes ~~except~~are asdescribed ~~shall~~in bethe ~~expressly~~press ~~set~~release ~~forth~~dated byNovember ~~specific~~27, ~~reference~~2023, inwhich ~~such~~is ~~filing~~attached hereto as Exhibit 99.1.

Jessica Wirth Strine is the Chief Executive Officer and Managing Partner of Sustainable Governance Partners LLC, an independent corporate advisory firm that she co-founded in 2020. In this capacity, Ms. Strine has served as an external consultant to several public companies on corporate governance, sustainability practices, and investor relations. Prior to founding Sustainable Governance Partners, Ms. Strine served as a Senior Director of Investment Stewardship at The Vanguard Group, from 2018 to 2020. From 2012 to 2017, Ms. Strine was employed by BlackRock, Inc., where she served as an energy sector portfolio manager and director of research within the company’s fundamental active equities business. From 2004 to 2012, Ms. Strine was a sector portfolio manager and equity research analyst at Putnam Investments, where she also co-managed the Global Energy Fund and Global Natural Resources Fund. Prior to this time, from 2001 to 2004, Ms. Strine worked in equity research at Wellington Management Company. Her primary areas of expertise include Investment management, financial analysis, commodities and energy, corporate governance, ESG, and sustainability strategy. Ms. Strine is a graduate of Dartmouth College with a B.A. in Psychological & Brain Sciences, and she holds an M.B.A with a Finance concentration from the Wharton School at the University of Pennsylvania.

The Board believes Ms. Jessica Wirth Strine is qualified to serve on the Company’s Board due to her extensive experience in investment management, financial analysis, corporate governance, ESG, and sustainability strategy.

The Board has determined that Ms. Strine is independent under the New York Stock Exchange’s listing standards and applicable law. There are no arrangements or understandings between Ms. Strine and any other persons pursuant to which Ms. Strine was appointed as a director of the Company. In addition, there are no family relationships between Ms. Strine and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer. There are no related party transactions between the Company and Ms. Strine that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Strine is eligible to receive compensation in accordance with the Company’s standard non-employee director compensation program. A description of the Company’s historical compensatory arrangement for non-employee directors is set forth under the heading “Non-Employee Director Compensation” in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 9, 2022, which may be adjusted by the Board from time to time. The Company expects that Ms. Strine will enter into the Company's standard form of indemnification agreement for its directors and officers.

Furthermore, on November 24, 2023, the Company made certain leadership changes , as further announced in the press release dated November 27, 2023, which is attached hereto as Exhibit 99.2. As a result of these changes, Mr. Jan Arve Haugan, who has been serving as Chief Operating Officer (“COO”), has stepped down as COO effective from November 24, 2023. Mr. Haugan will serve as a special advisor to the Chief Executive Officer until he leaves the Company on February 29, 2024. The COO resigned in accordance with the termination provisions of his employment agreement by mutual consent.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release, dated November 1327, 2023, reporting changes to the Board of Directors.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).
99.2						Press Release, dated November 27, 2023, reporting FREYR Battery’s new organizational structure.
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: November 15, 2023	By:	/s/ Oscar K. Brown
Date: November 27, 2023	By:	/s/ Are L. Brautaset
	Name:	~~Oscar~~Are KL. ~~Brown~~Brautaset
	Title:	~~Group~~ Chief ~~Financial~~Legal Officer

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