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What changed in T1 Energy Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of T1 Energy Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+463 added−468 removedSource: 10-K (2025-03-31) vs 10-K (2024-02-29)

Top changes in T1 Energy Inc.'s 2024 10-K

463 paragraphs added · 468 removed · 172 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOn July 8, 2021, FREYR Lux’s ordinary shares and warrants began trading on the New York Stock Exchange (“NYSE”) and on July 9, 2021, FREYR Lux completed the Business Combination and FREYR Legacy and Alussa became wholly owned subsidiaries of FREYR Lux.
Biggest changeOn July 9, 2021, FREYR Lux completed the Alussa Business Combination and FREYR Legacy and Alussa became wholly owned subsidiaries of FREYR Lux. In 2023, FREYR Lux completed a redomiciliation plan and FREYR Battery, Inc. (“FREYR”) became the successor issuer to FREYR Lux. In February 2025, we changed our corporate name from FREYR Battery, Inc. to T1 Energy Inc.
Employees and Human Capital Our people are vital to our success as an organization and to our ability to implement our long-term goals and objectives. FREYR’s human capital goals include ensuring that we have the right talent, in the right place, and at the right time.
Employees and Human Capital Our people are vital to our success as an organization and to our ability to implement our long-term goals and objectives. Our human capital goals include ensuring that we have the right talent, in the right place, and at the right time.
Available Information Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports are available free of charge on the investor section of our Company website at https://www.freyrbattery.com, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.
Available Information Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports are available free of charge on the investor section of our Company website at https://www.T1energy.com, as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.
Our Human Rights Policy underscores our commitment to our workforce and extends to our contractors, suppliers, and partners. We will ensure that our employees receive the proper training to perform the work in a safe and secure manner and provide the equipment necessary to conduct the work safely.
Our Human Rights Policy underscores our commitment to our workforce and extends to our contractors, suppliers, and partners. We work to ensure that our employees receive training to work in a safe and secure manner and provide the equipment necessary to conduct the work safely.
Giga Arctic In June 2022, prior to the passage of the IRA, FREYR formally sanctioned the construction of Giga Arctic, a 120,000 square meter gigafactory in Mo i Rana, Norway. In 2023, we substantially completed groundworks and certain foundation structures, erected the initial building and secured and weatherized it, and then suspended work on the planned gigafactory.
Giga Arctic In June 2022, prior to the passage of the IRA, we formally sanctioned the construction of Giga Arctic, a 120,000 square meter gigafactory in Mo i Rana, Norway. In 2023, we substantially completed groundworks and certain foundation structures, erected, secured and weatherized the initial building which is 86,000 square meters, and then suspended work on the planned gigafactory.
Government Regulation/Compliance As a multinational company, FREYR is subject to government regulations and compliance with various laws and business practices in federal, state, and local jurisdictions in the U.S., as well as in multiple jurisdictions internationally. These laws and regulations include, but are not limited to, those related to general corporate regulations, health and safety, and industry-specific compliance.
Government Regulation and Incentives We are subject to government regulations and compliance with various laws and business practices in federal, state and local jurisdictions in the United States, as well as in multiple jurisdictions internationally. These laws and regulations include, but are not limited to, those related to general corporate regulations, health and safety, and industry-specific compliance.
FREYR Battery, a Luxembourg public limited liability company (“ société anonyme ”) (“FREYR Lux”) was formed on January 20, 2021, to complete the Business Combination and to serve as the successor entity to FREYR Legacy, the predecessor entity. The merger was completed in multiple stages, pursuant to the terms of the BCA.
FREYR Battery, a Luxembourg public limited liability company (“ société anonyme ”) (“FREYR Lux”) was formed on January 20, 2021, to complete the Alussa Business Combination and to serve as the successor entity to FREYR Legacy, the predecessor entity.
FREYR has designed a compensation structure, including an array of benefit plans and programs, that we believe is attractive to prospective employees and supports the retention of existing employees. We also offer share-based compensation under our long-term incentive program to certain employees.
We have designed a compensation structure, including an array of benefit plans and programs, that we believe is attractive to prospective employees and supports the retention of existing employees. We also offer share-based compensation under our long-term incentive program to certain employees. 4 We have a diversified and experienced management team with relevant international experience.
Background On January 29, 2021, FREYR AS, a private limited liability company organized under the laws of Norway (“FREYR Legacy”) and Alussa Energy Acquisition Corp., a Cayman Islands exempted company (“Alussa”), among others, entered into the Business Combination Agreement (the “BCA”) to effect a merger between the companies (the “Business Combination”).
“Risk Factors – The reduction, elimination, or 6 expiration of government subsidies and economic incentives, tax incentives could reduce demand for PV solar modules and harm our business.” Corporate Information On January 29, 2021, FREYR AS, a private limited liability company organized under the laws of Norway (“FREYR Legacy”) and Alussa Energy Acquisition Corp., a Cayman Islands exempted company (“Alussa”), among others, entered into the Business Combination Agreement to effect a merger between the companies (the “Alussa Business Combination”).
FREYR is subject to relevant workplace safety requirements, such as the Occupational Health and Safety Administration in the U.S. and the Norwegian health, safety and environment requirements in Norway.
We are also subject to certain workplace safety requirements, such as the Occupational Health and Safety Administration in the United States and the Norwegian health, safety and environment requirements in Norway.
To this end, we have implemented various policies and procedures including an Anti-Bribery and Anti-Corruption Policy, a Code of 5 Business Conduct and Ethics, and a Supplier Code of Conduct.
Honesty, integrity, fairness, and respect should be exhibited in all of our business dealings. We promote transparency and accountability in our business practices. To this end, we have implemented policies and procedures including an Anti-Bribery and Anti-Corruption Policy, a Code of Business Conduct and Ethics, and a Supplier Code of Conduct.
FREYR will also be 6 subject to health and safety regulations specifically applicable to its business, for instance in relation to the handling of high voltage electricity in the production facilities, chemicals and materials handling, and explosion hazards. Industry specific regulations, including those related to the manufacture, transportation, use, and ultimate disposition of batteries are a changing area of compliance.
We will also 5 be subject to health and safety regulations specifically applicable to our business, for instance in relation to the handling of high voltage electricity in production facilities, chemicals and materials handling, and explosion hazards.
Customer Qualification Plant At our CQP, we continue to progress our efforts to fully automate production of customer testable batteries using the SemiSolid TM technology licensed from 24M. This 13,000 square meter facility is located in Mo i Rana, Norway, and houses the equipment for an initial production line with 24M technology and lithium-ion battery chemistry.
Customer Qualification Plant (“CQP”) and 24M License and Technology The 13,000 square meter CQP facility is located in Mo i Rana, Norway, and houses the equipment for the initial planned production line and a battery testing center. After the Transaction Agreement, we suspended operations of the CQP.
In addition, FREYR’s 24M-based manufacturing facilities will target minimal direct CO 2 and toxic substance emissions from the manufacturing process. • Human Rights / Health and Safety - We are committed to safeguarding human and labor rights, providing appropriate working conditions, and protecting the health and safety of our employees.
We also have a Whistleblower Program to allow confidential reporting of violations of our policies. • Human Rights/Health and Safety - We are committed to safeguarding human and labor rights, providing appropriate working conditions and workplace safety training, and protecting the health and safety of our employees.
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ITEM 1. BUSINESS Overview FREYR Battery, Inc., a Delaware corporation (“FREYR,” the “Company”, “we”, or “us”), is a developer of clean, next-generation battery solutions. Our mission and vision are to accelerate the decarbonization of global energy and transportation systems by producing clean, cost-competitive batteries.
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ITEM 1. BUSINESS Overview T1 Energy Inc., a Delaware corporation (“T1,” the “Company”, “we”, or “us”), is an energy solutions provider building an integrated U.S. supply chain for solar and batteries. We manufacture and sell photovoltaic (“PV”) solar modules in the United States for our U.S. customers. We are one of the leading solar manufacturing companies in the United States.
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Through our strategy of Speed, Scale, and Sustainability, we seek to serve our primary markets of energy storage systems (“ESS”) and commercial mobility, including marine applications and commercial vehicles, and we have future ambitions to serve the electric vehicles market (“EV”). We have started the development of our first clean battery cell manufacturing project in the U.S.
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Our PV solar module manufacturing facility in Wilmer, TX (“G1 Dallas”) is operating and is expected to have an installed base of five gigawatts (“5 GW”) per annum after the expected completion of equipment commissioning in 2025. We believe our facility is one of the most technologically advanced PV solar module plants globally.
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(“Giga America”), which is located on a 368-acre parcel of land in Coweta County, Georgia that was purchased by the Company in 2022. Through the development of Giga America, we will pursue the opportunities and incentives provided by the U.S. Inflation Reduction Act of 2022 (the “IRA”).
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T1 produces PV solar modules that employ highly energy efficient Passivated Emitter and Rear Contact (“PERC”) and Tunnel Oxide Passivated Contact (“TOPCon”) technologies. We believe the superior performance characteristics of the PV solar modules that we manufacture through our commercial partnership with Trina Solar (“Trina”) and our domestic content will competitively differentiate T1 in the U.S. market.
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At our Customer Qualification Plant (“CQP”) in Mo i Rana, Norway, we continue to progress our efforts to fully automate production of customer testable batteries using the SemiSolid TM technology licensed from 24M Technologies, Inc. (“24M”), while we simultaneously pursue a conventional battery technology partner to diversify and accelerate delivering our product to market.
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On November 6, 2024, we announced that we had entered into an agreement (“Transaction Agreement”), to acquire all the shares of capital stock of Trina Solar (U.S.) Holding Inc., a Delaware corporation and related subsidiaries (collectively “Trina Solar US Holding”). The transaction closed on December 23, 2024 (“Trina Business Combination”).
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As of December 31, 2023, we have not yet initiated manufacturing or derived revenue from our principal business activities.
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As part of the Transaction Agreement, we acquired G1 Dallas from Trina Solar US Holding and entered into a series of commercial support and technology licensing agreements with Trina.
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The Business Combination was accounted for as a reverse recapitalization, with Alussa treated as the “acquired” company for accounting purposes and FREYR Lux issuing shares for the net assets of Alussa, accompanied by a recapitalization. The net assets of Alussa were stated at historical cost, which approximated fair value, with no goodwill or other intangible assets recorded.
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Our Business and Strategy Our vision is to establish T1 as a U.S.-based leader in the U.S. solar and storage markets by executing our plan to build an integrated domestic manufacturing presence based on advanced technologies.
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As a result, the consolidated financial statements for the year ended December 31, 2021 included herein reflect the historical operating results of FREYR Legacy prior to the completion of the Business Combination and the consolidated results of FREYR Lux and its subsidiaries for the period following the completion of the Business Combination.
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With G1 Dallas now ramping up production, the next phase of the plan will be to construct a five GW nameplate capacity solar cell manufacturing facility in Milam County, Texas (“G2 Austin”). T1 is targeting a start of construction in Q2 or Q3 2025 with solar cell production beginning in Q4 2026.
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In 2023, FREYR Lux announced a process to redomicile from Luxembourg to the United States pursuant to an Agreement and Plan of Merger, dated as of October 13, 2023 (the “Merger Agreement”) and the Common Draft Terms of Cross-Border Merger ( projet commun de fusion transfrontalière ) (the “Cross-Border Merger Agreement”), by and between FREYR Lux and FREYR.
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Creating a U.S. owned and operated company that can manufacture PV solar modules with a high domestic content percentage is expected to solve a bottleneck for developers, and potentially create more than 3,000 direct jobs, satisfy local content requirements for U.S. solar projects, and competitively differentiate T1.
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At its Extraordinary General Meeting of Shareholders held on December 15, 2023, the shareholders of FREYR Lux approved by the requisite majority the merger of FREYR Lux with and into FREYR, with FREYR as the surviving entity (the “Merger”).
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The following are the key elements of our strategic plan: • Ramp solar module production at G1 Dallas during 2025; • Execute long-term solar module off-take contracts with key U.S. customers for PV solar modules with our planned U.S. solar cells; • Start construction of G2 Austin in Q2 or Q3 2025; and • Explore and establish deeper solar value chain integration and battery technology partnerships.
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On December 31, 2023, FREYR Lux completed the Merger and redomiciliation plan and, as a result of the Merger, FREYR became the successor issuer to FREYR Lux.
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We expect that the following competitive strengths will emerge as we execute our strategic plan: • Position T1 as one of the first/only U.S. solar manufacturer domestically producing cells and PV solar modules with advanced PERC and TOPCon technologies through our licensing agreements with Trina; • Differentiated among U.S. producers by an established, flexible and growing global supply chain with our commercial partner, Trina; • Enhanced competitive position from integrated U.S. solar cell and module production with a high domestic content percentage; • Robust financial performance tied to our U.S. commercial enterprise and commitment to shareholder value creation. • Our strategy is grounded in the view that the world needs more sources of reliable, affordable, and clean energy in all forms to satisfy global demand growth and eliminate energy poverty.
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For the purposes of this Annual Report on Form 10-K, references to the “Company,” “FREYR,” the “Registrant,” “we,” “our,” “us” and similar terms mean, as of any time prior to the redomiciliation, FREYR Lux and, as of any time after the redomiciliation, FREYR, and where appropriate, their respective wholly owned subsidiaries.
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We intend to help solve this problem by investing in our planned American manufacturing projects, building new capacity, creating new jobs, and delivering U.S.-made solar equipment that is critical to global energy infrastructure development. Operations: Investing in U.S. Manufacturing G1 Dallas G1 Dallas is our first operating solar module manufacturing facility and is located in Wilmer, Texas.
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See further discussion of the Merger in Note 10 – Warrants and Note 12 – Stockholders' Equity to our consolidated financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
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The plant has a total annual nameplate production capacity of 5 GW and is located on a 1.3 million square foot property. We are in the process of ramping up production while we finalize installation and commissioning of production line equipment.
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Markets and Customers The global battery market is projected to grow significantly over the next decade driven by the ongoing energy industry’s transformation from traditional fossil fuel energy production systems to renewable energy sources requiring ESS and the decarbonization of transport of commercial and passenger mobility.
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The facility features seven assembly lines that will produce three different types of PV solar modules for utility, 1 commercial and industrial (“C&I”) and residential scale applications. These modules include the Trina TSM-NEG19RC.20 and the Trina TSM-DEG21C.20 modules, which will be used for utility-scale projects, and the Trina TSM-NE09RC.05 module for C&I and residential-scale uses.
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We believe FREYR is well positioned to capitalize on these industry trends and strives to accelerate this decarbonization by developing and producing batteries at giga scale through our strategy of Speed, Scale, and Sustainability.
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The facility’s total annual nameplate capacity of 5 GW is expected to consist of approximately 4.5 GW of utility-scale capacity and approximately 0.5 GW of annual C&I and residential-scale module capacity. We believe that G1 Dallas is one of the most highly automated facilities of its kind in the world.
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FREYR is initially targeting market opportunities in ESS , marine applications, and commercial vehicles, with plans to target additional markets, including battery cells for the EV market.
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All the production lines can be configured to manufacture utility-scale, C&I and residential products using either of Trina’s leading-edge PERC or TOPCon technologies, providing operational and commercial flexibility.
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In 2022, FREYR completed the formation of a module and pack joint venture with Nidec Corporation (“Nidec”) and executed a binding sales (offtake) agreement to supply lithium-iron phosphate (“ LFP”) Li-Ion battery cells from 2025 to 2030 to the joint venture, with options for the joint venture to increase the volume and to extend the contract beyond 2030.
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The team from Trina that has joined T1 has deep experience working with our equipment suppliers, which is expected to result in efficient installation, commissioning, and production processes under strict quality control guidelines. We are currently ramping up production and expect to achieve full production in H2 2025.
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The 1 joint venture is expected to combine FREYR’s clean, next-generation battery cells with Nidec’s expertise as a global leader in the ESS business to produce modules and packs and generate integrated downstream ESS solutions for industrial and utility grade customers. Conditional offtake agreements have been executed with Powin and other leading ESS and energy technology companies.
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G2 Austin On March 17, 2025, we announced the selection of a 100 acre site in Milam, County, Texas for our planned 5 GW solar cell manufacturing facility. Upon securing the required debt and equity financing for the facility, we plan to start construction in Q2 or Q3 2025 with targeted first production in Q4 2026.
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Conditional offtake agreements are non-binding to the parties. We believe these agreements form a basis for FREYR’s entry into the ESS marketplace. Strategy Our vision is to accelerate the decarbonization of all transportation and energy systems with our mission to be a top producer of cost effective, efficient, and environmentally friendly batteries.
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The U.S. solar cell production facility is core to our U.S. commercial strategy. Once we have completed the cell facility, we intend to utilize our U.S. manufactured cells to produce PV solar modules at G1 Dallas, thereby increasing the domestic content percentage of our products.
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FREYR’s technology diversification strategy allows us to pursue conventional technology partnerships, creating new paths to potential financing and commercial opportunities, while continuing to commercially scale up the licensed 24M battery technology. Battery performance is often described through its C-rate, or the measure of current at which a battery is charged and discharged.
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Enhancing our domestic content is expected to: • Provide our customers with opportunities to capture additional financial bonuses under the Inflation Reduction Act of 2022 (the “IRA”); and • Enhance the commercial value of our integrated U.S. commercial enterprise.
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Batteries with different C-rate capabilities are used for different applications. Higher C-rate batteries, like those made with conventional battery technology, are used for applications in which continuous high power is needed and lower C-rate batteries, like those made with 24M technology, are used for a longer charge and discharge time (4 hours and longer).
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Leveraging Trina’s Leading Edge Solar Technologies We have access to produce, distribute and sell solar products using Trina’s advanced solar technologies, which we believe will be a source of competitive differentiation in the U.S. market. Trina has a proven history of innovating and commercializing value added technologies, including pioneering the introduction of modules manufactured with 210mm solar cells.
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This dual approach provides us with strategic alternatives and additional flexibility within our stated strategy of Speed, Scale, and Sustainability. FREYR works at speed to: • Maximize speed to market of cost-competitive battery cells; • Capitalize on the projected battery shortfall as electrification accelerates; and • Commercialize proven conventional technology and 24M technology in battery cell manufacturing.
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Advanced PV Solar Modules The Trina TSM-NEG19RC.20 module uses 132 monocrystalline silicon half-cut TOPCon cells in a bifacial dual-glass construction. The frame depth is 30mm, which differs from the industry standard thickness of 35mm.
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FREYR intends to maximize scale by: • Building manufacturing capacity on a gigafactory basis; • Targeting major addressable markets for electrification; and • Addressing substantial unmet demand across the ESS, commercial mobility, and EV market segments.
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Although our market intelligence indicates that the thin frame is emerging in terms of design and technology, we believe the field performance of this module will meet or exceed TOPCon modules and PERC modules currently in the market. The Trina TSM-DEG21C.20 module utilizes 132 monocrystalline silicon half-cut-cells in a bifacial dual-glass construction.
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FREYR prioritizes sustainability by: • Commercializing lower-carbon production methods based on 24M’s SemiSolid TM technology; • Prioritizing the sourcing of localized, low-cost, and, renewable energy supply; and • Forming strategic alliances to help ensure decarbonized low-cost raw material supply.
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The design, technology, warranty periods and performance specifications of this module are similar to other commercially available modules, however, we believe the Trina TSM-DEG21C.20 will have better field performance than those modules. The Trina TSM-NE09RC.05 module uses 144 monocrystalline silicon third-cut cells in a monofacial glass/backsheet construction.
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In 2023, FREYR was a founding member of the Energy Transition Acceleration Coalition (“ETAC”), a collaborative alliance of global business partners focused on commercializing decarbonization solutions through clean battery deployment. The ETAC now also includes Glencore Plc (LN: GLEN), Caterpillar Inc. (NYSE: CAT), Siemens AG (FWB: SIE), Nidec Corporation (TSE: 6594) and SAP SE (FWB: SAP).
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This module also has similar design, technology, warranty periods and performance specifications to that of other commercially available modules present in the market, however, we believe the field performance will exceed other TOPCon modules in the market.
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The members of ETAC are focused on identifying and pursuing mutual areas of commercial interest along the battery value chain. Potential arenas of commercial collaboration by ETAC’s members include battery cell manufacturing; pack and module integration; digital and software services; mining and refining; power market stationary storage applications; electric transportation; and recycling/end-of-life solutions.
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Markets and Customers Solar power has emerged as one of the fastest growing subsegments of the U.S. energy sector in recent years as the total cost to deploy utility, C&I and residential systems has declined. U.S electricity demand growth is expected to accelerate in the near to medium term, driving demand for all forms of power, including solar energy.
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Competitive Landscape FREYR’s competitors include major battery manufacturers currently supplying the markets, automotive original equipment manufacturers (“OEMs”), and potential new entrants, including CATL (China), BYD (China), LG Chem (South Korea), Samsung SDI (South Korea), SK Innovation (South Korea), Panasonic (Japan), and Northvolt (Sweden).
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We are exclusively focusing our commercial strategy on the U.S. solar market, which exhibits strong industry fundamentals, including the emergence of power intensive technologies such as artificial intelligence and crypto-currencies, supportive public policy that insulates the U.S. from global solar equipment market volatility, and robust customer demand for high domestic content solar equipment.
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Additionally, there are several development-stage companies seeking to improve conventional lithium-ion batteries or to develop new technologies for batteries. These companies are in varying stages of development and commercialization. FREYR seeks to compete with these companies by fulfilling the customers’ needs for localized production and supply of batteries and on the basis of its sustainable, low-cost production practices.
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The favorable underlying growth drivers of U.S. solar demand are expected to persist over the next several years, with more than 40 GWdc of annual installations forecast through 2030 across the U.S. utility-scale, C&I and residential sectors.
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Localized production of batteries allows for a more secure supply and lower transportation costs, and initiatives in Europe and the U.S. are seeking to source batteries outside of China to minimize political and national security concerns.
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We are supplying the U.S. solar market with PV solar modules, and we plan to expand into domestic solar cell production with the development of G2 Austin. We believe we are well positioned to address growing demand for U.S. solar power by establishing an integrated solar plus storage business based on advanced manufacturing technologies.
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FREYR’s production strategy includes manufacturing batteries using our licensed technology from 24M, which is expected to include a simplified manufacturing process, lower costs, and more efficient recycling after the end of the product’s lifecycle to provide our customers with more sustainable batteries. 2 Plant Construction FREYR is initially developing its production capacity with a giga scale factory in the U.S.
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As of late 2024, over a third of all active interconnection requests across the U.S. power grid were tied to solar plus storage projects.
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Giga America In November 2022, the Company, through its U.S. subsidiary FREYR Battery US, LLC, acquired approximately 368 acres of land in Coweta County, Georgia, which is intended to be the site of the Company’s Giga America battery cell manufacturing plant. Production at Giga America is expected to meet the demand for U.S. and possibly European customers.
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We are focused on addressing this commercial opportunity and establishing a competitive advantage by becoming the first U.S. company to produce and offer turnkey U.S. produced solar and battery solutions to U.S. utility and project development customers with domestically manufactured technologies. 2 We sell our PV solar modules to utility-scale developers, C&I and residential end users.
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FREYR’s priority focus on manufacturing in the U.S. is based on strong tailwinds in U.S. renewable energy development, an intensifying focus on grid stability initiatives, and the tax incentives associated with the IRA which was signed into law in the U.S. on August 16, 2022.
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The flexibility of our U.S. solar module facility, G1 Dallas, enables us to change our mix of production across Trina’s leading edge technologies and end user applications to optimize product sales in accordance with market dynamics and customer demand patterns.
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The IRA includes $369 billion in climate and energy-related provisions, including those to incentivize and accelerate the build-out of renewable energy and accelerate the adoption of EV technologies.
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We intend to apply this customer focused approach to develop strategic partnerships with key customers as we pursue vertical integration beyond the G1 Dallas platform in the United States. Research & Development and Technology On December 23, 2024, we signed an IP license agreement with Trina Solar Co., Ltd., a company incorporated in China (“TCZ”).
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The IRA creates specific tax credit incentives for the manufacturing and production of battery cells, modules, and electrode materials in the U.S., and extends the investment tax credit to standalone battery storage technology projects for the first time without co-location requirements to solar or wind developments.
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This agreement allows us to: 1. Manufacture PV solar modules and solar cells at G1 Dallas or any other approved facility owned by our subsidiary, Trina Solar US Manufacturing Module 1, LLC (“TUM 1”), in the United States. 2. Use the licensed software necessary for operating our solar module manufacturing facility.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese risk factors are not exhaustive and do not identify all risks that we face; our operations could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider as presenting significant risks to our operations, or which we currently deem immaterial may also have a material adverse effect on our business, financial condition, and results of operations. • Changes adversely affecting the battery industry and the development of existing or new technologies; • The failure of 24M technology or our batteries not performing as expected; • 24M or other future counterparties will provide similar licenses to other manufacturers which will increase our competition; • Our ability to manufacture battery cells and to develop and increase our production capacity in a cost-effective manner; • Our ability to compete with lower cost battery manufacturers from jurisdictions with more favorable government subsidies than jurisdictions where we manufacture our battery cells; • Our ability to adapt our business plans to changing governmental policies in the jurisdictions where we manufacture our battery cells; • The electrification of energy sources does not develop as expected, or develops more slowly than expected; • Technological developments in existing technologies or new developments in competitive technologies that could adversely affect the demand for our battery cells; • General economic and geopolitical conditions; • Increases in the cost of electricity or raw materials and components; • Our ability to protect our intellectual property; • Changes in applicable laws or regulations, including environmental and export control laws; • Our ability to comply with legal and environmental regulations; • Our ability to attract and retain key employees and qualified personnel and add significant staff; • Our ability to execute and realize our business strategy and plans, including our ability to enter into joint ventures and other licensing arrangements with conventional and other battery technology partners due to uncertainty with changing government policies in the jurisdictions where we manufacture our battery cells; • Our ability to target and retain customers and suppliers; • The failure to establish and maintain effective internal control over financial reporting; • Damage, failure, or interruption of our information technology systems, including due to cyber-based attacks and breaches; • Our ability to assert, enforce and otherwise protect against unauthorized use of intellectual property rights licensed from 24M, which could result in our competitors using the intellectual property to offer products; • The outcome of any legal proceedings relating to our products and services, including intellectual property or product liability claims; • Our capital, organizational, and ownership structure; 7 • Whether and when we might pay dividends; • Our ability to source materials from an ethically- and sustainably-sourced supply chain and 24M-qualified suppliers in sufficient quantities; • The result of future financing efforts, including our ability to raise capital due to the unpredictability and volatility of changing governmental policies affecting the battery manufacturing industry in jurisdictions where we manufacture our battery cells; • The existence of, and our ability to qualify for, governmental and other economic incentives; • The cost-competitiveness, carbon footprint, energy density and charge rates of our batteries; • The timing, capacity, configurations and locations of our battery factories and production lines; • The planned construction and production timing for the CQP and the planned construction period for our gigafactories; • The cost to build the CQP and the gigafactories; • Our expectations for our general and administrative expenses; • Our expectations about market supply, demand, and other dynamics, including the number of industrial-scale battery manufacturing facilities in the United States and Europe, supply costs, regulatory developments, increased globalization, and consolidation in the automotive and energy industries; • The use and mix of lithium-nickel-manganese-oxide and lithium-iron-phosphate battery chemistries, including shifts in the battery chemistry mix due to conversations with potential customers; • The market segments that we will initially target; • Whether we will successfully enter into or obtain, and the impact of failing to sign or obtain, customer offtake agreements, necessary consents, other commercial agreements, permits, or licenses in a timely manner or at all • Our ability to enter successful joint venture partnerships and licensing arrangements; and • Our ability to commercialize 24M and other technology for our licensing strategy and business plans.
Biggest changeThese risk factors are not exhaustive and do not identify all risks that we face; our operations could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider as presenting significant risks to our operations, or which we currently deem immaterial may also have a material adverse effect on our business, financial condition, and results of operations. • Our ability to successfully integrate the businesses and operations of us and Trina; • Our ability to construct and equip manufacturing facilities in a timely and cost-effective manner; • The concentration of our operations in Texas; • Our dependence on a limited number of suppliers; • Interruption of the flow of components and materials from international vendors; • The costs of raw materials, components, equipment, and machinery; • Our ability to target and retain customers and suppliers; • Damage, failure, or interruption of our information technology systems, including due to cyber-based attacks and breaches; • The approval of certain aspects of the Trina Business Combination by CFIUS (as defined below); • General economic and geopolitical conditions; • Our ability to attract and retain key employees and qualified personnel; • Our ability to protect our intellectual property; • The outcome of any legal proceedings relating to our products and services, including intellectual property or product liability claims; • Changes in applicable laws or regulations, including environmental and export control laws; • Our ability to comply with legal and environmental regulations; 7 • Competition in solar markets globally and across the solar value chain; • The availability of tax incentives provided by the IRA; • Commercial or contractual disputes, warranty claims, and other legal proceedings; • The substantial regulation to which we are subject; • Our ability to compete in international markets in light of export and import controls; • The safety and environmental risks inherent to our worksites; • The impact of international trade policies, including tariffs, on our products and our competitive position; • Our indebtedness and our ability to service our debt; • The capital-intensive nature of our business and our ability to raise additional capital on attractive terms; • Our ability to incur substantially more debt; • Our capital, organizational, and ownership structure; and • Whether and when we might pay dividends.
Redemption of the outstanding warrants could force holders to: • Exercise their FREYR Warrants and pay the exercise price therefore at a time when it may be disadvantageous for them to do so; • Sell their FREYR Warrants at the then-current market price when they might otherwise wish to hold their FREYR Warrants; or • Accept the nominal redemption price which, at the time the outstanding FREYR Warrants are called for redemption, is likely to be substantially less than the market value of their FREYR Warrants.
Redemption of the outstanding warrants could force holders to: • exercise their warrants and pay the exercise price therefore at a time when it may be disadvantageous for them to do so; • sell their warrants at the then-current market price when they might otherwise wish to hold their warrants; or • accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of their warrants.
The U.S. and certain other governments have taken unprecedented actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets.
The U.S. and certain other governments have taken actions in an attempt to address and rectify these extreme market and economic conditions by providing liquidity and stability to the financial markets.
The construction of these plants, or other plants or facilities constructed in the future, and its related systems and infrastructure may be halted, damaged, or rendered uninhabitable or inoperable, by natural or man-made disasters, including earthquakes, fire, flood, hurricanes, power outages, telecommunications failures, break-ins, political conflicts, war, riots, terrorist attacks, and health epidemics or pandemics.
The construction of the plant, or other plants or facilities constructed in the future, and its related systems and infrastructure may be halted, damaged, or rendered uninhabitable or inoperable, by natural or man-made disasters, including earthquakes, fire, flood, hurricanes, power outages, telecommunications failures, break-ins, political conflicts, war, riots, terrorist attacks, and health epidemics or pandemics.
The inability to construct and equip FREYR’s manufacturing facilities in a timely or cost-effective manner or any significant excess of production capacity over product demand, including the impact of factors both within and outside of FREYR’s control, could have a material adverse effect on FREYR’s business, financial condition, operating results, and cash flows.
The inability to construct and equip our manufacturing facilities in a timely or cost-effective manner or any significant excess of production capacity over product demand, including the impact of factors both within and outside of our control, could have a material adverse effect on our business, financial condition, operating results, and cash flows.
As such, unexpected changes, interpretation, application, or enforcement practices of the legislative or regulatory requirements of such tax laws, including but not limited to, changes in the treatment of sales and net income (losses) earned in various jurisdictions, transfer pricing between related parties, tax treaty protections 12 and provisions, value added taxes, recognition of tax law principles, and other changes in corporate tax law, could have a material adverse effect on FREYR’s business, financial condition, revenues, operating results, and cash flows.
As such, unexpected changes, interpretation, application, or enforcement practices of the legislative or regulatory requirements of such tax laws, including but not limited to, changes in the treatment of sales and net income (losses) earned in various jurisdictions, transfer pricing between related parties, tax treaty protections and provisions, value added taxes, recognition of tax law principles, and other changes in corporate tax law, could have a material adverse effect on our business, financial condition, revenues, operating results, and cash flows.
Insurance coverage may not cover specific product liability claims, is unlikely to cover punitive damages, and may be insufficient to cover all expenses and monetary awards. Any lawsuit seeking significant monetary damages in excess of, or outside of, FREYR’s insurance coverage, could materially and adversely affect FREYR’s business, financial condition, results of operations, and cash flows.
Insurance coverage may not cover specific product liability claims, is unlikely to cover punitive damages, and may be insufficient to cover all expenses and monetary awards. Any lawsuit seeking significant monetary damages in excess of, or outside of our insurance coverage, could materially and adversely affect our business, financial condition, results of operations, and cash flows.
Failure to adequately protect such intellectual property could result in competitors offering similar products, potentially resulting in the loss of FREYR’s competitive advantage, which could have a material adverse effect on FREYR’s business, financial condition, revenues, operating results, and cash flows.
Failure to adequately protect such intellectual property could result in competitors offering similar products, potentially resulting in the loss of our competitive advantage, which could have a material adverse effect on our business, financial condition, revenues, operating results, and cash flows.
Any claim that FREYR’s facilities, equipment, products, or systems are subject to cybersecurity risk or data breaches, whether legitimate or not, could have a material adverse effect on FREYR’s business, financial condition, revenues, operating results, and cash flows.
Any claim that our facilities, equipment, products, or systems are subject to cybersecurity risk or data breaches, whether legitimate or not, could have a material adverse effect on our business, financial condition, revenues, operating results, and cash flows.
Any inability to adequately address privacy and security concerns or comply with applicable privacy and data security laws, rules, and regulations could have an adverse effect on FREYR’s reputation, business, financial position, results of operations, and cash flows.
Any inability to adequately address privacy and security concerns or comply with applicable privacy and data security laws, rules, and regulations could have an adverse effect on our reputation, business, financial position, results of operations, and cash flows.
Any of FREYR’s enforcement efforts, including litigation, could be time-consuming and expensive and could divert management’s attention. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard FREYR’s intellectual property.
Any of our enforcement efforts, including litigation, could be time-consuming and expensive and could divert management’s attention. In addition, existing intellectual property laws and contractual remedies may afford less protection than needed to safeguard our intellectual property.
In addition, if a joint venture partner is unable or unwilling to meet its economic or other obligations under the joint venture arrangements, FREYR may be required to either fulfill those obligations alone or dissolve and liquidate the joint venture.
In addition, if a joint venture partner is unable or unwilling to meet its economic or other obligations under the joint venture arrangements, we may be required to either fulfill those obligations alone or dissolve and liquidate the joint venture.
The costs to FREYR to eliminate or mitigate cyber or other security problems, bugs, viruses, worms, malware, and security vulnerabilities could be significant and, if its efforts to address these problems are not successful, could result in interruptions, delays, cessation of service, and loss of existing or potential customers that may impede its manufacturing, sales, distribution, or other critical functions.
The costs to eliminate or mitigate cyber or other security problems, bugs, viruses, worms, malware, and security vulnerabilities could be significant and, if our efforts to address these problems are not successful, could result in interruptions, delays, cessation of service, and loss of existing or potential customers that may impede our manufacturing, sales, distribution, or other critical functions.
If FREYR’s warranty claims are significant or unexpected, if warranty claims are more expensive to resolve than anticipated, or if FREYR’s warranty reserves are inadequate, FREYR’s business, financial condition, results of operations, and cash flows could be materially and adversely affected.
If our warranty claims are significant or unexpected, if warranty claims are more expensive to resolve than anticipated, or if our warranty reserves are inadequate, our business, financial condition, results of operations, and cash flows could be materially and adversely affected.
Failure to establish, adequately protect, or prevent unauthorized use of FREYR’s intellectual property rights could result in its competitors using the intellectual property to offer similar products, potentially resulting in the loss of FREYR’s competitive advantage, which could have a material adverse effect on FREYR’s business, financial condition, revenues, operating results, and cash flows.
Failure to establish, adequately protect, or prevent unauthorized use of our intellectual property rights could result in our competitors using the intellectual property to offer similar products, potentially resulting in the loss of our competitive advantage, which could have a material adverse effect on our business, financial condition, revenues, operating results, and cash flows.
Non-compliance with anti-corruption, anti-bribery, anti-money laundering, or financial and economic sanctions laws could subject FREYR to whistleblower complaints, adverse media coverage, investigations, civil and criminal sanctions, settlements, prosecution, enforcement actions, loss of export privileges, suspension, or debarment from U.S. government contracts and other collateral consequences and remedial measures, all of which could adversely affect FREYR’s reputation, business, financial condition, results of operations and cash flows.
Non-compliance with anti-corruption, anti-bribery, anti-money laundering, or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, civil and criminal sanctions, settlements, prosecution, enforcement actions, loss of export privileges, suspension, or debarment from U.S. government contracts and other collateral consequences and remedial measures, all of which could adversely affect our reputation, business, financial condition, results of operations and cash flows.
Any change in export or import regulations or legislation; shift or change in enforcement; or change in the countries, persons, or technologies targeted by these regulations could result in decreased use of FREYR’s products by, or in FREYR’s decreased ability to, export or sell its products to existing or potential customers with international operations, adversely affecting FREYR’s business, financial condition, results of operations, and cash flows.
Any change in export or import regulations or legislation; shift or change in enforcement; or change in the countries, persons, or technologies targeted by these regulations could result in decreased use of our products by, or in our decreased ability to, export or sell our products to existing or potential customers with international operations, adversely affecting our business, financial condition, results of operations, and cash flows.
Investment in high-tech equipment could allow FREYR to be more flexible in responding to customer needs and specifications, and could allow for more efficient manufacturing operations, however, such equipment can be expensive to purchase, install, and maintain.
Investment in high-tech equipment could allow us to be more flexible in responding to customer needs and specifications and could allow for more efficient manufacturing operations, however, such equipment can be expensive to purchase, install, and maintain.
Joint venture arrangements have in the past and may in the future require FREYR, among other things, to pay certain costs, make certain capital investments, or seek the joint venture partner’s consent to take certain actions.
Joint venture arrangements have in the past and may in the future require us, among other things, to pay certain costs, make certain capital investments, or seek the joint venture partner’s consent to take certain actions.
As a result, these stockholders as a group could exercise a level of control over matters requiring stockholder approval, including the election of directors, amendment of the Certificate of Incorporation, and approval of significant corporate transactions.
As a result, these stockholders as a group could exercise a level of control over matters requiring stockholder approval, including the election of directors, amendment of the Amended and Restated Certificate of Incorporation, and approval of significant corporate transactions.
In addition, FREYR’s hardware and software, including third-party components and software, may contain defects in design or manufacture, including “bugs”, security vulnerabilities, and other problems that could unexpectedly interfere with FREYR’s security or operations.
In addition, our hardware and software, including third-party components and software, may contain defects in design or manufacture, including “bugs”, security vulnerabilities, and other problems that could unexpectedly interfere with our security or operations.
Environmental laws and regulations may become more stringent in the future, which could increase costs of compliance or require FREYR to manufacture with alternative technologies and materials.
Environmental laws and regulations may become more stringent in the future, which could increase costs of compliance or require us to manufacture with alternative technologies and materials.
The development phase of the manufacturing facilities includes obtaining several consents, commercial agreements, permits, and licenses from relevant authorities and stakeholders to secure rights for construction and operation activities, and of which could be delayed or denied, negatively impacting construction time-frames and cost estimates.
The development phase of the manufacturing facilities includes obtaining several consents, commercial agreements, permits, and licenses from relevant authorities and stakeholders to secure rights for construction and operation activities, and of which could be delayed or denied, negatively impacting construction timeframes and cost estimates.
Risks Relating to Ownership of FREYR Common Stock The concentration of ownership among FREYR’s executive officers, directors, and their affiliates may prevent new investors from influencing significant corporate decisions. FREYR’s executive officers, directors, and their affiliates own shares of FREYR common stock and have outstanding warrants and options that may allow them to acquire additional FREYR common stock.
Risks Relating to Ownership of our Common Stock The concentration of ownership among our executive officers, directors, and their affiliates may prevent new investors from influencing significant corporate decisions. Our executive officers, directors, and their affiliates own shares of our common stock and have outstanding warrants and options that may allow them to acquire additional shares of common stock.
Pursuant to FREYR’s Amended and Restated Certificate of Incorporation, FREYR’s directors will not be personally liable to FREYR or any stockholders for monetary damages for any breach of fiduciary duty, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law (“DGCL”) as the same exists or may hereafter be amended.
Pursuant to our Amended and Restated Certificate of Incorporation, our directors will not be personally liable to us or any stockholders for monetary damages for any breach of fiduciary duty, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law (“DGCL”) as the same exists or may hereafter be amended.
Additionally, if a significant number of warrant holders exercise their warrants instead of accepting the nominal redemption price, the issuance of these shares would dilute other equity holders, which could reduce the market price of FREYR’s common stock. There can be no assurance that FREYR will be able to comply with the continued listing standards of the NYSE.
Additionally, if a significant number of warrant holders exercise their warrants instead of accepting the nominal redemption price, the issuance of these shares would dilute other equity holders, which could reduce the market price of our common stock. There can be no assurance that we will be able to comply with the continued listing standards of the NYSE.
Additionally, manufacturing equipment may take longer and cost more to engineer, build, and install than expected, and may not operate as required to meet FREYR’s production plans.
Additionally, manufacturing equipment may take longer and cost more to engineer, build, and install than expected, and may not operate as required to meet our production plans.
Such actual or perceived events could also expose FREYR to legal claims, regulatory investigations and proceedings, fines, penalties, and other liabilities and could divert the efforts of FREYR’s technical and management personnel, require FREYR to incur significant costs to investigate or remediate, by putting in place additional tools and devices designed to prevent such incidents in the future.
Such actual or perceived events could also expose us to legal claims, regulatory investigations and proceedings, fines, penalties, and other liabilities and could divert the efforts of our technical and management personnel, require us to incur significant costs to investigate or remediate, by putting in place additional tools and devices designed to prevent such incidents in the future.
FREYR may not always be successful in obtaining necessary governmental approvals, and failure to obtain required import or export approval for its products or limitations on its ability to export or sell its products may adversely affect its revenue. Noncompliance with these laws could have negative consequences, including government investigations, penalties, and reputational harm.
We may not always be successful in obtaining necessary governmental approvals, and failure to obtain required import or export approval for our products or limitations on our ability to export or sell our products may adversely affect our revenue. Noncompliance with these laws could have negative consequences, including government investigations, penalties, and reputational harm.
FREYR may call the Public Warrants for redemption once they become exercisable, in whole and not in part, at a price of $0.01 per Public Warrant, so long as it provides at least 30 days prior written notice of redemption to each Public Warrant holder, and if, and only if, the reported last sales price of FREYR’s common stock equals or exceeds $18.00 per share for each of 20 trading days within the 30 trading-day period ending on the third trading day before the date on which we send the notice of redemption to the Public Warrant holders.
We may call the Public Warrants for redemption once they become exercisable, in whole and not in part, at a price of $0.01 per Public Warrant, so long as we provide at least 30 days prior written notice of redemption to each Public Warrant holder, and if, and only if, the reported last sales price of our common stock equals or exceeds $18.00 per share for each of 20 trading days within the 30 trading-day period ending on the third trading day before the date on which we send the notice of redemption to the Public Warrant holders.
None of the Private Warrants are redeemable by FREYR so long as they are held by a certain holder or any of its permitted transferees.
None of the Private Warrants are redeemable by us so long as they are held by a certain holder or any of its permitted transferees.
Organized crime, government-backed threat actors, and hackers may be able to penetrate FREYR’s network or systems, misappropriate or compromise its confidential information or that of third parties, create system disruptions, corrupt data, or cause shutdowns.
Organized crime, government-backed threat actors, and hackers may be able to penetrate our network or systems, misappropriate or compromise our confidential information or that of third parties, create system disruptions, corrupt data, or cause shutdowns.
A successful product liability claim against FREYR could require FREYR to pay a substantial monetary award, in the form of compensatory or punitive damages, and generate significant legal fees. Moreover, a product liability claim could generate substantial negative publicity about FREYR, which would have a material adverse effect on FREYR’s brand and reputation.
A successful product liability claim against us could require us to pay a substantial monetary award, in the form of compensatory or punitive damages, and generate significant legal fees. Moreover, a product liability claim could generate substantial negative publicity about us, which would have a material adverse effect on our brand and reputation.
Breaches this information and data by FREYR or any third party due to insufficient security measures, accidental loss, inadvertent disclosure, or unapproved dissemination, including incidents as a result of fraud, trickery, or other forms of deception, could expose FREYR or its customers or suppliers to a risk of loss or misuse of this information.
Breaches of this information and data by us or any third party due to insufficient security measures, accidental loss, inadvertent disclosure, or unapproved dissemination, including incidents as a result of fraud, trickery, or other forms of deception, could expose us or our customers or suppliers to a risk of loss or misuse of this information.
A number of countries do not protect intellectual property rights to the same extent as the laws of European countries or the U.S.
A number of countries do not protect intellectual property rights to the same extent as the laws of the U.S. or Europe.
FREYR may not be able to secure product liability insurance coverage at commercially acceptable terms, or at all, and past product liability claims may make it more difficult for FREYR to find insurance coverage in the future.
We may not be able to secure product liability insurance coverage at commercially acceptable terms, or at all, and past product liability claims may make it more difficult for us to find insurance coverage in the future.
Using different tools and methodologies the threat actors may be able to deploy malware that attacks FREYR’s systems or FREYR supplier’s systems, or otherwise exploits any security vulnerabilities of FREYR’s facilities and equipment. Such vulnerabilities in FREYR’s systems can also occur due to a lack of robustness, quality, integrity, and holistic architecture in the digital systems as a whole.
Using different tools and methodologies the threat actors may be able to deploy malware that attacks our systems or our suppliers’ systems, or otherwise exploits any security vulnerabilities of our facilities and equipment. Such vulnerabilities in our systems can also occur due to a lack of robustness, quality, integrity, and holistic architecture in the digital systems as a whole.
From time to time, FREYR may be involved in commercial or contractual disputes, warranty claims, and other legal proceedings, which could have an adverse impact on FREYR. FREYR may be involved in commercial or contractual disputes, warranty claims, and other legal proceedings, which could be significant.
From time to time, we may be involved in commercial or contractual disputes, warranty claims, and other legal proceedings, which could have an adverse impact on us. We may be involved in commercial or contractual disputes, warranty claims, and other legal proceedings, which could be significant.
FREYR’s policies and procedures are designed to ensure compliance with these laws, but FREYR cannot assure that none of its employees, agents, representatives, business partners, or third-party intermediaries have or will engage in improper conduct that violates FREYR’s policies and applicable law, for which FREYR may be held responsible.
Our policies and procedures are designed to ensure compliance with these laws, but we cannot assure that none of our employees, agents, representatives, business partners, or third-party intermediaries have or will engage in improper conduct that violates our policies and applicable law, for which we may be held responsible.
FREYR relies on information technology and any failure, inadequacy, interruption, or security lapse of that technology, including any cybersecurity incidents, could harm its ability to operate its business effectively.
Our business relies on information technology and any failure, inadequacy, interruption, or security lapse of that technology, including any cybersecurity incidents, could harm our ability to operate our business effectively.
FREYR may be subject to new laws and regulations, or new interpretations of laws and regulations, in various jurisdictions in the future.
We may be subject to new laws and regulations, or new interpretations of laws and regulations, in various jurisdictions in the future.
FREYR may call certain of its unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless, and the exercise of a significant number of the warrants could adversely affect the market price of FREYR common stock.
We may call certain of our unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless, and the exercise of a significant number of the warrants could adversely affect the market price of our common stock.
Because FREYR’s business relies on confidential data from third parties, any compromise of that data, or perception that any such compromise has occurred, could materially affect FREYR’s business and reputation.
Because our business relies on confidential data from third parties, any compromise of that data, or the perception that any such compromise has occurred, could materially affect our business and reputation.
Companies, organizations, or individuals, including FREYR’s current and future competitors, may hold or obtain patents, trademarks, or other proprietary rights that would prevent, limit, or interfere with FREYR’s ability to make, use, develop, or sell its products, which could make it more difficult for FREYR to operate its business.
Companies, organizations, or individuals, including our current and future competitors, may hold or obtain patents, trademarks, or other proprietary rights that would prevent, limit, or interfere with our ability to make, use, develop, or sell our products, which could make it more difficult for us to operate our business.
FREYR is subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws in many jurisdictions, and non-compliance with such laws can subject FREYR to administrative, civil and criminal fines and penalties, collateral consequences, injunctions, disgorgement of ill-gotten gains, remedial measures, and legal expenses.
We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws in many jurisdictions, and non-compliance with such laws can subject us to administrative, civil and criminal fines and penalties, collateral consequences, injunctions, disgorgement of ill-gotten gains, remedial measures, and legal expenses.
If this were to occur, FREYR and its stockholders could face significant material adverse consequences including: • A limited availability of market quotations for FREYR securities; • Reduced liquidity for FREYR securities; • A limited amount of news and analyst coverage; and • A decreased ability to issue additional securities or obtain additional financing in the future.
If this were to occur, our stockholders could face significant material adverse consequences including: • a limited availability of market quotations for our securities; • reduced liquidity for our securities; • a limited amount of news and analyst coverage; and • a decreased ability to issue additional securities or obtain additional financing in the future. ITEM 1B.
However, FREYR may not exercise the redemption right if the issuance of the FREYR common stock upon exercise of the warrants is not exempt from registration or qualification 22 under applicable state blue sky laws or FREYR is unable to effect such registration or qualification.
However, we may not exercise the redemption right if the issuance of the common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.
Any failure or perceived failure by FREYR or its service providers to prevent information security breaches, security incidents, system disruptions, or any compromise of security, that results in or is perceived or reported to result in unauthorized access to, loss, theft, alteration, release, or transfer of information or data of FREYR or third parties could harm FREYR’s reputation.
Any failure or perceived failure by us or our service providers to prevent information security breaches, security incidents, system disruptions, or any compromise of security, that results in or is perceived or reported to result in unauthorized access to, loss, theft, alteration, release, or transfer of information or data of our or third parties could harm our reputation.
FREYR, its employees, agents, representatives, business partners, and third-party intermediaries have in the past and may in the future have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and FREYR may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners, or third-party intermediaries even if FREYR does not explicitly authorize such activities.
We, our employees, agents, representatives, business partners, and third-party intermediaries have in the past and may in the future have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partners, or third-party intermediaries even if we do not explicitly authorize such activities.
However, there can be no assurance that FREYR will be able to consummate such joint ventures or other arrangements or that such arrangements will provide the expected benefits to FREYR.
However, there can be no assurance that we will be able to consummate such joint ventures or other arrangements or that such arrangements will provide the expected benefits to us.
The U.S. and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of certain products, technologies, and software. FREYR must export and import its products in compliance with any applicable controls.
The U.S. and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of certain products, technologies, and software. We must export and import our products in compliance with any applicable controls.
FREYR is subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws and regulations in various jurisdictions in which it conducts, or in the future may conduct, activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the U.K.
We are subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws and regulations in various jurisdictions in which we conduct, or in the future may conduct, activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the U.K.
FREYR has not established or protected, and may not be able to establish, adequately protect, or prevent unauthorized use of any material intellectual property developed or owned by FREYR. Patent, copyright, trademark, and trade secrecy laws vary significantly throughout the world.
We have not established or protected, and may not be able to establish, adequately protect, or prevent unauthorized use of any material intellectual property developed or owned by us. Patent, copyright, trademark, and trade secrecy laws vary significantly throughout the world.
Utilization of these loss carryforwards assumes that prior to their expiration, FREYR will have sufficient taxable income in these countries to utilize the carryforwards, and that such usage is not limited based on anti-abuse provisions or other statutes and laws.
Utilization of these loss carryforwards assumes that prior to their expiration, we will have sufficient taxable income in U.S. to utilize the carryforwards, and that such usage is not limited based on anti-abuse provisions or other statutes and laws.
FREYR may face significant challenges with respect to information security as well as maintaining the security and integrity of its systems, other systems used in its business, and the data stored on or processed by these systems. FREYR’s information and data can include FREYR or third-party confidential information, personal information, and other information and data.
We may face significant challenges with respect to information security as well as maintaining the security and integrity of our systems, other systems used in our business, and the data stored on or processed by these systems. Our information and data can include our or third-party confidential information, personal information, and other information and data.
The cost of purchasing or constructing manufacturing operations is subject to a number of risks and uncertainties both within and beyond FREYR’s ability to control. This can include, but is not limited to, inflationary pressures on costs, increased commodity pricing for building materials such as steel, and increased global logistics costs.
The cost of purchasing or constructing manufacturing operations is subject to a number of risks and uncertainties both within and beyond our ability to control. These risks include, but are not limited to, inflationary pressures on costs, increased commodity pricing for building materials such as steel, and increased global logistics costs.
These laws, regulations, and other obligations, and changes in their interpretation, could require FREYR to modify its operations and practices, restrict its activities, and increase its costs, and it is possible that these laws, regulations, and other obligations may be, or interpreted or asserted to be, inconsistent with each other or with FREYR’s business or practices.
These laws, regulations, and other obligations, and changes in their interpretation, could require us to modify our operations and practices, restrict our activities, and increase our costs, and it is possible that these laws, regulations, and other obligations may be, or interpreted or asserted to be, inconsistent with each other or with our business or practices.
Government policies on international trade and investment such as sanctions, import quotas, capital controls, or tariffs, whether adopted by non-governmental bodies, individual governments, or addressed by regional trade blocs, may affect the demand for FREYR’s battery cells, impact its competitive position, or prevent FREYR from being able to sell products to certain customers or in certain countries.
Government policies on international trade and investment such as sanctions, import quotas, capital controls, or tariffs, whether adopted by non-governmental bodies, individual governments, or addressed by regional trade blocs, may affect the demand for our products, impact our competitive position, or prevent us from being able to sell products to certain customers or in certain countries.
Any such limitations on FREYR’s ability to use its net operating loss carryforwards and other tax assets could adversely impact its tax expense, financial condition, results of operations, and cash flows.
Any such 17 limitations on our ability to use our net operating loss carryforwards and other tax assets could adversely impact our tax expense, financial condition, results of operations, and cash flows.
In the event of a successful claim of infringement against FREYR and its failure or inability to obtain a license for the infringed technology, FREYR’s business, financial condition, revenues, operating results, and cash flows could be materially adversely affected.
In the event of a successful claim of infringement against us and our failure or inability to obtain a license for the infringed technology, our business, financial condition, revenues, operating results, and cash flows could be materially adversely affected.
This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions more difficult without the support of these stockholders. FREYR does not expect to declare dividends on its Common Stock in the foreseeable future.
This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions more difficult without the support of these stockholders. We do not expect to declare dividends on our common stock in the foreseeable future.
To the extent FREYR experiences cybersecurity incidents in the future, its relationships with its customers and suppliers may be materially impacted, its brand and reputation may be harmed and it could incur substantial costs in responding to and remediating the incidents and in resolving any investigations or disputes that may result, any of which could have a material adverse effect on FREYR’s business, financial condition, revenues, operating results, and cash flows.
To the extent we experience cybersecurity incidents in the future, our relationships with our customers and suppliers may be materially impacted, our brand and reputation may be harmed and we could incur substantial costs in responding to and remediating the incidents and in resolving any investigations or disputes that may result, any of which could have a material adverse effect on our business, financial condition, revenues, operating results, and cash flows.
For FREYR to establish or adequately protect its intellectual property and prevent or stop infringement, FREYR may have to file infringement claims. Such claims can be time-consuming and costly to assert and there can be no assurance that any such claims will be successful.
For us to establish or adequately protect our intellectual property and prevent or stop infringement, we may have to file infringement claims. Such claims can be time-consuming and costly to assert and there can be no assurance that any such claims will be successful.
Changes in FREYR’s products or changes in export, import, and economic sanctions laws and regulations may delay FREYR introducing new products in international markets, prevent its customers from using FREYR’s products internationally or, in some cases, prevent the export or import of FREYR’s products to or from certain countries altogether.
Changes in our products or changes in export, import, and economic sanctions laws and regulations may delay us introducing new products in international markets, prevent our customers from using our products internationally or in some cases, prevent the export or import of our products to or from certain countries altogether.
FREYR cannot be assured that its know-how and trade secrets will provide FREYR with any competitive advantage, as the know-how and trade secrets may become known to, or be independently developed by, others including FREYR’s competitors, regardless of measures FREYR may take to try to preserve the confidentiality.
We cannot be assured that our know-how and trade secrets will provide us with any competitive advantage, as the know-how and trade secrets may become known to, or be independently developed by, others including our competitors, regardless of measures we may take to try to preserve confidentiality.
FREYR may be unable to adequately control the costs or adjust to substantial increases in the prices for FREYR’s raw materials, components, equipment, and machinery. FREYR is exposed to multiple risks relating to the availability and pricing of raw materials and components.
We may be unable to adequately control the costs or adjust to substantial increases in the prices for raw materials, components, equipment, and machinery. We are exposed to multiple risks relating to the availability and pricing of raw materials and components.
Any claims for indemnification by its directors and officers may reduce its available funds to satisfy successful third-party claims against FREYR and may reduce the amount of money available to us.
Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
Any of the above challenges could favor local companies or could result in delivery delays, significant taxes, or other burdens for FREYR. If FREYR fails to coordinate and manage these activities effectively, its business, financial condition, revenues, operating results, and cash flows could be adversely affected.
Any of the above challenges could favor local companies or could result in delivery delays, significant taxes, or other burdens. If we fail to coordinate and manage these activities effectively, our business, financial condition, revenues, operating results, and cash flows could be adversely affected.
If FREYR is unable to attract and retain key employees and qualified personnel and add significant staff, it could negatively impact its ability to operate its business and achieve its growth plans. FREYR’s success depends on its ability to attract and retain key personnel, including its executive officers, as well as qualified sales, marketing, manufacturing, plant operations, and support personnel.
If we are unable to attract and retain key employees and qualified personnel and add significant staff, it could negatively impact our ability to operate our business and achieve our growth plans. Our success depends on our ability to attract and retain key personnel, including our executive officers, as well as qualified sales, marketing, manufacturing, plant operations, and support personnel.
Policing unauthorized use of intellectual property is difficult and costly, and FREYR may not successfully prevent the misappropriation of its proprietary rights. Unauthorized use of intellectual property may damage FREYR’s reputation, decrease the value of such property, and reduce its market share.
Policing unauthorized use of intellectual property is difficult and costly, and we may not successfully prevent the misappropriation of our proprietary rights. Unauthorized use of intellectual property may damage our reputation, decrease the value of such property, and reduce our market share.
FREYR’s Amended and Restated Certificate of Incorporation and Bylaws provide that FREYR will indemnify its directors and officers, in each case, to the fullest extent authorized or permitted by Delaware law.
Our Amended and Restated Certificate of Incorporation and Bylaws provide that we will indemnify our directors and officers, in each case, to the fullest extent authorized or permitted by Delaware law.
Despite FREYR’s efforts to protect its proprietary rights, third parties may attempt to copy or otherwise obtain and use FREYR’s intellectual property. Monitoring unauthorized use of FREYR’s intellectual property will be difficult and costly, and the steps FREYR has taken, and will take in the future, to prevent misappropriation may not be sufficient.
Despite our efforts to protect our proprietary rights, third parties may attempt to copy or otherwise obtain and use our intellectual property. Monitoring unauthorized use of our intellectual property will be difficult and costly, and the steps we have taken, and will take in the future, to prevent misappropriation may not be sufficient.
Additionally, FREYR’s business model, brand, and reputation depend in part on the ability to find ethically sourced materials, which could further increase prices. Manufacturing of battery cells, modules, and packs is a capital-intensive process that requires a significant investment in buildings, equipment, and components of the manufacturing process.
Additionally, our 11 business model, brand, and reputation depend in part on the ability to find ethically sourced materials, which could further increase prices. Manufacturing of PV solar modules is a capital-intensive process that requires a significant investment in buildings, equipment, and components of the manufacturing process.
FREYR cannot give assurance that its measures for preserving its trade secrets and confidential information are sufficient to prevent others from obtaining such information. 14 FREYR may need to defend itself against intellectual property infringement claims, which may be time-consuming and could cause it to incur substantial costs.
We cannot give assurance that our measures for preserving our trade secrets and confidential information are sufficient to prevent others from obtaining such information. We may need to defend against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial costs.
Given the capital-intensive nature of battery manufacturing, FREYR does not currently anticipate declaring any cash dividends to holders of its common stock in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.
Given the capital-intensive nature of our business, we do not currently anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.
In addition, if FREYR, 24M or any of FREYR’s suppliers are determined to have infringed upon a third party’s intellectual property rights, FREYR may be required to do one or more of the following: • Cease selling, incorporating, or using products that incorporate the challenged intellectual property; • Pay substantial damages; • Obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms, or at all; • Redesign its battery cells; or • Change battery cell technology providers.
In addition, if we or our suppliers are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following: • cease selling, incorporating, or using products that incorporate the challenged intellectual property; • pay substantial damages; • obtain a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms, or at all; • redesign our PV modules; or • change technology providers.
FREYR and its partners, suppliers, and customers are subject to numerous environmental laws and regulations governing, among other things, ESS siting and installation restrictions; solid and hazardous waste storage, treatment, and disposal; and remediation of releases of hazardous materials. There are significant capital, operating, and other costs associated with compliance with these environmental, permitting, and safety laws and regulations.
We and our partners, suppliers, and customers are subject to numerous environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment, and disposal; and remediation of releases of hazardous materials. There are significant capital, operating, and other costs associated with compliance with these environmental, permitting, and safety laws and regulations.
Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures, or internet failures, which could adversely affect FREYR’s ability to manufacture battery cells and could cause the loss or corruption of data or malfunctions of software or hardware.
Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures, or internet failures, which could adversely affect our ability to manufacture PV solar modules and could cause the loss or corruption of data or malfunctions of software or hardware.
In the future, currency fluctuations, trade barriers, tariffs, shortages and other general economic or political conditions may limit FREYR’s ability to obtain key components for its battery cells or significantly increase freight charges, raw material costs and other expenses associated with FREYR’s business.
In the future, currency fluctuations, trade barriers, tariffs, shortages and other general economic or political conditions may limit our ability to obtain key components for our PV solar modules or significantly increase freight charges, raw material costs and other expenses associated with our business.
If FREYR is unable to raise substantial additional capital in the near term, its ability to invest in Giga America and other gigafactories or development projects will be significantly delayed or curtailed. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of holders of our common stock.
If we are unable to raise substantial additional capital in the near term, our ability to invest in a solar cell factory other gigafactories or development projects will be significantly delayed or curtailed. If we raise funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of holders of our common stock.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeManagement regularly discusses cyber risks and trends and, should they arise, any material incidents with the ARC. Members of management overseeing cybersecurity threats, including our Chief Digital Officer and Chief Information Security Officer have experience in areas including management of information technology, data security, and cybersecurity.
Biggest changeManagement regularly discusses cyber risks and trends and, should they arise, any material incidents with the ARC. Members of management overseeing cybersecurity threats report to our Chief Executive Officer and have experience in areas including management of information technology, data security, and cybersecurity.
Although the Company has not experienced cybersecurity incidents that are individually, or in the aggregate, material, we can provide no assurance that there will not be 24 incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition. See also the cybersecurity-related risks in Item 1A “Risk Factors.”
Although the Company has not experienced cybersecurity incidents that are individually, or in the aggregate, material, we can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition. See also the cybersecurity-related risks in Item 1A “Risk Factors.”

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our principal facilities in the U.S., Norway, Luxembourg, and Japan are utilized for selling and administrative activities and research and development. In the U.S., we lease office space in Newnan, Georgia and hold an approximately 368-acre parcel of land in Coweta County, Georgia for the development of Giga America.
Biggest changeITEM 2. PROPERTIES Our principal facilities are in the United States and Norway, and are utilized for manufacturing, selling and administrative activities, and research and development. As of December 31, 2024 in the United States, we lease manufacturing space in Wilmer, Texas, and office space in Newnan, Georgia.
In Lysaker, Norway, we lease office space for the administration of our Norwegian operations and corporate shared services. In Mo i Rana we lease office space, the CQP, and the land for Giga Arctic, and own the leasehold improvements and assets under construction related to these leases. In Luxembourg, we lease office space for selling and administrative personnel.
In Lysaker, Norway, we lease office space for the administration of our Norwegian operations and corporate shared services. In Mo i Rana, Norway we lease office space, the CQP, and the land for Giga Arctic, and own the leasehold improvements and assets under construction related to these leases.
In Japan, we lease office and lab space for research and development activities. We lease other office and lab spaces to support additional personnel in various jurisdictions. We believe that our facilities are suitable and adequate for the conduct of our business.
We lease other office and lab spaces to support additional personnel in various jurisdictions. We believe that our facilities are suitable and adequate for the conduct of our business.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeTo the knowledge of our management, there are no material litigation, claims, or actions currently pending or threatened against us, any of our officers, or directors in their capacity as such, or against any of our property. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 25 PART II
Biggest changeTo the knowledge of our management, there are no material litigation, claims, or actions currently pending or threatened against us, any of our officers, or directors in their capacity as such, or against any of our property. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 24 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s Common Stock and Warrants trade on the New York Stock Exchange (“NYSE”) using the ticker symbols “FREY” and “FREY WS”, respectively.
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock and Warrants trade on the NYSE using the ticker symbols “TE” and “TE WS”, respectively. As of March 27, 2025, there were 282 holders of record of our common stock and 11 holders of record of our Warrants.
The declaration and payment of dividends on the common stock is at the discretion of our Board of Directors, subject to applicable laws and regulations. Sales of Unregistered Securities None. Issuer Purchases of Equity Securities None.
The declaration and payment of dividends on the common stock is at the discretion of our Board of Directors, subject to applicable laws and regulations. Sales of Unregistered Securities None. Issuer Purchases of Equity Securities None. ITEM 6. [RESERVED] 25
Dividends To date, the Company and FREYR Lux have not declared or paid any dividends on our common stock or ordinary shares and the Company does not currently anticipate paying any such dividends on our common stock in the foreseeable future.
Dividends To date, we have not declared or paid any dividends on our common stock or ordinary shares and we do not currently anticipate paying any such dividends on our common stock in the foreseeable future.
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As a result of the Merger, as of the close of business on December 29, 2023, the NYSE suspended trading of FREYR Lux’s Ordinary Shares and Warrants, and FREYR’s Common Stock and Warrants commenced trading on the NYSE as of the open of business on January 2, 2024. This did not result in a change in the Company’s ticker symbols.
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As of February 23, 2024, there were 293 holders of record of our common stock and 11 holders of record of our Warrants.
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Share Performance Graph The following chart compares the changes in cumulative total return on our common stock with the changes in cumulative total returns on the NYSE Composite Index and the total returns on the Russell 1000 Index for the period from July 8, 2021 (the first date our ordinary shares began trading on the NYSE) through December 31, 2023.
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The chart assumes $100 was invested in each of the Company's ordinary shares, the NYSE Composite Index and the Russell 1000 Index on July 8, 2021. The comparisons in this chart are required by the SEC and are not intended to forecast or be indicative of the possible future performance of our common stock. ITEM 6. [RESERVED] 26

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOur future liquidity requirements depend on many factors, including the timing and extent of the following: capital expenditures for construction of our battery manufacturing facilities and purchase of related equipment; spending to support technology licensing and R&D efforts; spending on other growth initiatives or expansion into new geographies, including through joint ventures; spending to support our future revenue generating activities, including market acceptance of our products and services; and general economic conditions. 28 Until we can generate sufficient revenue to adequately support our liquidity requirements, we expect to fund short-term cash needs through our existing cash balances.
Biggest changeOur future liquidity requirements depend on many factors, including the timing and extent of the following: capital expenditures for construction of future facilities and purchase of related equipment; spending on other growth initiatives, including through joint ventures; spending to support revenue generating activities; and general economic conditions.
The estimated costs of constructing the Giga America and Giga Arctic facilities remain subject to technology and product specification decisions, ongoing business, financing, and operational changes, and changes to the overall macroeconomic environment. We will continue to provide updates to reflect material developments, including approvals or commitments for spending that differ materially from our previous estimates.
The estimated costs of construction remain subject to technology and product specification decisions, ongoing business, financing, and operational changes, and changes to the overall macroeconomic environment. We will continue to provide updates to reflect material developments, including approvals or commitments for spending that differ materially from our previous estimates.
If we are unable to raise substantial additional capital, our ability to invest in Giga America, Giga Arctic, and other gigafactories or development projects will be significantly delayed or curtailed which would have a material adverse impact on our business prospects and results of operations.
If we are unable to raise substantial additional capital, our ability to invest in further facilities or other development projects will be significantly delayed or curtailed which would have a material adverse impact on our business prospects and results of operations.
For discussion related to changes in financial condition and the results of operations for the year ended December 31, 2022, refer to Part II, Item 7 “ Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission on February 27, 2023.
For a discussion related to changes in financial condition and the results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the Securities and Exchange Commission on February 29, 2024.
The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity and debt financing.
Such financing may not be available at terms acceptable to us, or at all. The credit market and financial services industry have in the past, and may in the future, experience periods of uncertainty that could impact the availability and cost of equity and debt financing.
Recent Accounting Pronouncements See Note 1 – Summary of Significant Accounting Policies in the accompanying consolidated financial statements for information concerning new accounting standards and the impact or expected impact of the implementation of these standards on our financial statements. 31
We estimate fair value through valuations obtained from third-party brokers or by using other valuation techniques. 29 Recent Accounting Pronouncements See Note 1 – Summary of Significant Accounting Policies in the accompanying consolidated financial statements for information concerning new accounting standards and the impact or expected impact of the implementation of these standards on our financial statements. ITEM 7A.
The increase in cash used in investing activities was primarily driven by $(187.8) million in purchases of property and equipment in 2023 compared to $(180.8) million in 2022, and lower proceeds from property related grants of $3.5 million in 2023 compared to $10.5 million in 2022.
The decrease in cash used in investing activities was primarily driven by $50.8 million in purchases of property and equipment in 2024 compared to $187.8 million in 2023 and proceeds from the return of property and equipment deposits of $22.7 million in 2024 with no comparable amounts in 2023.
To date, our principal sources of liquidity have been proceeds received from our Business Combination, issuance of equity securities, and amounts received from government grants. Historically, these funds have been used for constructing and equipping our battery manufacturing facilities, including the CQP and Giga Arctic, the purchase of land for Giga America, technology licensing, R&D activities, and general corporate purposes.
Historically, these funds have 27 been used for our Trina Business Combination, constructing and equipping our battery manufacturing facilities, the purchase of land in Coweta County, Georgia, technology licensing, R&D activities, and general corporate purposes.
Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). The preparation of these consolidated financial statements requires us to make estimates, assumptions, and judgments that can significantly impact the amounts we report as assets, liabilities, revenues, and expenses and the related disclosures.
GAAP”). The preparation of these consolidated financial statements requires us to make estimates, assumptions, and judgments that can significantly impact the amounts we report as assets, liabilities, revenues, expenses and related disclosures. We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates.
The critical estimates are significant unobservable inputs, which are based on numerous estimates and assumptions about future operations and market conditions including but not limited to those such as revenues, costs of goods sold, and scenario probabilities. For the years ended December 31, 2023, 2022, and 2021, we have recognized no material impairments of our long-lived assets.
The critical estimates are significant unobservable inputs, which are based on numerous estimates and assumptions about future operations and market conditions including but not limited to those such as revenues, costs of goods sold, and scenario probabilities. An impairment loss is measured by the amount by which the carrying value of an asset group exceeds its fair value.
Other income increased primarily due to a gain on warrant liability fair value adjustment of $31.8 million in 2023 compared to $14.2 million in 2022. In addition, we recognized a $20.9 million net foreign currency transaction gain in 2023, compared to $2.5 million in 2022 and $9.9 million interest income, net in 2023, compared to $1.8 million in 2022.
Other (expense) income changed primarily due to a loss on warrant liability fair value adjustment of $1.3 million in 2024 compared to a gain of $31.8 million in 2023 and a loss from derivative liabilities of $14.9 million in 2024 with no comparable activity in 2023.
Cash Flow Summary The following table summarizes our cash flows for the periods presented (in thousands): For the years ended December 31, 2023 vs 2022 Change (%) 2022 vs 2021 Change (%) 2023 2022 2021 Cash flows from operating activities (87,929) (90,009) (63,136) (2 %) 43 % Cash flows from investing activities (186,978) (175,026) (33,787) 7 % 418 % Cash flows from financing activities — 250,072 649,000 (100 %) (61 %) 29 Operating Activities Cash flows from operating activities were $(87.9) million in 2023 , compared to $(90.0) million in 2022.
Cash Flow Summary The following table summarizes our cash flows for the periods presented (in thousands): Year ended December 31, 2024 vs 2023 Change (%) 2024 2023 Cash flows used in operating activities (102,817) (87,929) 17 % Cash flows used in investing activities (137,731) (186,978) (26 %) Cash flows from financing activities 45,870 — NM Operating Activities Cash flows used in operating activities were $102.8 million in 2024 , compared to $87.9 million in 2023.
Other income (expense) Other income (expense) primarily consists of the fair value adjustments on our warrant liability, convertible note, interest income and expense, net foreign currency transaction gains and losses, and grant income. Other income increased by $47.2 million or 202%, to $70.6 million in 2023, from $23.4 million in 2022.
The increase is primarily due to legal and operating costs associated with the Trina Business Combination. Other (expense) income Other (expense) income primarily consists of the fair value adjustments on our warrant liability, derivative liabilities, interest income and expense, and net foreign currency transaction gains and losses.
Financing Activities Cash flows from financing activities were zero in 2023, compared to $250.1 million in 2022. Cash flows from financing activities during 2022, consisted of net proceeds of $251.1 million from a public offering of 23.0 million ordinary shares, partially offset by $(1.1) million in cash used for the purchase of treasury shares.
This decrease was partially offset by the net cash used in the Trina business acquisition of $109.6 million. Financing Activities Cash flows from financing activities were $45.9 million in 2024, compared to zero in 2023.
We believe that we have sufficient liquidity to meet our contractual obligations and commitments for at least the 12 months following December 31, 2023. Our long-term operating needs and planned investments in our business and manufacturing footprint, as currently devised, will require significant financing to complete. Such financing may not be available at terms acceptable to us, or at all.
In addition to those activities, our short term liquidity will be utilized to fund the current portion of non-cancellable commitments including leases and debt obligations. Our long-term operating plan requires the repayment of non-cancellable commitments including leases and debt obligations. In addition, our planned investments in our business and manufacturing footprint, as currently devised, will require significant financing to complete.
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Overview FREYR is a developer of clean, next-generation battery solutions. Our mission and vision are to accelerate the decarbonization of global energy and transportation systems by producing clean, cost-competitive batteries.
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Overview We are an energy solutions provider building an integrated U.S. supply chain for solar and batteries. We manufacture and sell PV solar modules in the United States for our U.S. customers. The year ended December 31, 2024 was transformative for T1 Energy.
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Through our strategy of Speed, Scale, and Sustainability, we seek to serve our primary markets of ESS and commercial mobility, including marine applications and commercial vehicles, and we have future ambitions to serve the EV.
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On November 6, 2024, we announced that the Company had entered into the Transaction Agreement to acquire all the shares of capital stock of Trina Solar US Holding. The transaction closed on December 23, 2024. As part of the Transaction Agreement, we acquired G1 Dallas, a 5 GW solar module manufacturing facility in Wilmer, Texas from Trina Solar US Holding.
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We have started the development of Giga America, our first clean battery cell manufacturing project in the U.S., which is located on a 368-acre parcel of land in Coweta County, Georgia that was purchased by the Company in 2022. Through the development of Giga America, we will pursue the opportunities and incentives provided by the IRA.
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Following the closing of the Transaction Agreement, we recognized our first revenues. Under the terms of the Transaction Agreement, we also agreed to use reasonable efforts to dispose, divest, transfer or otherwise sell the assets and operations that constitute our European business within six months of closing.
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At our CQP in Mo i Rana, Norway, we continue to progress our efforts to fully automate production of customer testable batteries using the SemiSolid TM technology licensed from 24M, while we simultaneously pursue a conventional battery technology partner to diversify and accelerate getting product to market.
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As of December 31, 2024, we determined that our European businesses and our Coweta County, Georgia business met the criteria for classification as held for sale. Additionally, we concluded that the ultimate disposal will represent a strategic shift that will have a major effect on our operations and financial results.
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As of December 31, 2023, we have not yet initiated manufacturing or derived revenue from our principal business activities.
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As such, the historical financial results of the European businesses and our Coweta County, Georgia business have been reflected as discontinued operations in our consolidated financial statements. Refer to Note 16 to the consolidated financial statements included elsewhere within this Annual Report on Form 10-K for additional details.
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Results of Operations The following table sets forth information on FREYR’s consolidated results of operations (in thousands, except percentages): Years ended December 31, 2023 vs 2022 Change 2022 vs 2021 Change 2023 2022 2021 ($) (%) ($) (%) Operating expenses: General and administrative $ 108,133 $ 107,357 $ 61,755 $ 776 1 % $ 45,602 74 % Research and development 28,457 13,574 13,816 14,883 110 % (242) (2 %) Restructuring charge 6,016 — — 6,016 NM — NM Share of net loss of equity method investee 379 1,557 62 (1,178) (76 %) 1,495 NM Total operating expenses 142,985 122,488 75,633 20,497 17 % 46,855 62 % Loss from operations (142,985) (122,488) (75,633) (20,497) 17 % (46,855) 62 % Other income (expense) 70,559 23,369 (17,745) 47,190 202 % 41,114 232 % Loss before income taxes (72,426) (99,119) (93,378) 26,693 (27 %) (5,741) 6 % Income tax expense (670) — — (670) NM — NM Net loss (73,096) (99,119) (93,378) 26,023 (26 %) (5,741) 6 % Net loss attributable to non-controlling interests 1,151 328 — 823 251 % 328 NM Net loss attributable to stockholders $ (71,945) $ (98,791) $ (93,378) $ 26,846 (27 %) $ (5,413) 6 % NM - Not meaningful Operating expenses General and administrative General and administrative expenses primarily consists of personnel and personnel-related expenses for our marketing and administrative personnel, costs for administrative offices, insurance, and outside professional services including legal, accounting, and other advisory services . 27 General and administrative expenses increased by $0.8 million or 1%, to $108.1 million in 2023, from $107.4 million in 2022.
Added
Results of Operations The following table sets forth information on our consolidated results of operations (in thousands, except percentages): Year ended December 31, 2024 vs 2023 Change 2024 2023 ($) (%) Net sales $ 2,942 $ — $ 2,942 NM Cost of sales 1,714 — 1,714 NM Gross profit 1,228 — 1,228 NM General and administrative expenses 75,491 65,527 9,964 15 % Loss from continuing operations (74,263) (65,527) (8,736) 13 % Other (expense) income (6,137) 47,322 (53,459) (113 %) Loss from continuing operations before income taxes (80,400) (18,205) (62,195) 342 % Income tax benefit (expense) 15,760 (443) 16,203 NM Net loss from continuing operations (64,640) (18,648) (45,992) 247 % Net loss from discontinued operations, net of tax (385,914) (54,448) (331,466) 609 % Net loss (450,554) (73,096) (45,992) 516 % Net loss attributable to non-controlling interests 402 1,151 (749) (65 %) Preferred dividends and accretion (87) — (87) NM Net loss attributable to common stockholders $ (450,239) $ (71,945) $ (378,294) 526 % NM - Not meaningful 26 Net sales Net sales consist of sales of solar modules.
Removed
In November 2023, FREYR announced the Restructuring, which focused on preserving Company liquidity during scale up of the CQP and development of Giga America, allowing us to rationalize spending while continuing to fund critical initiatives. The Restructuring included spending cuts, changes in reporting lines, and a RIF.
Added
We recognize sales for PV solar module sales at a point in time following the transfer of control of the modules to the customer, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. Net sales were $2.9 million in 2024 compared to zero in 2023.
Removed
As a result, we expect general and administrative expenses to decline in 2024 as compared to 2023. However, our spending may increase in the future based on the availability of project and other financing. See also “Financial Condition, Liquidity and Capital Resources” below.
Added
Net sales related to PV solar modules after the Trina Business Combination was completed on December 23, 2024. Cost of sales Our PV solar modules business cost of sales includes the cost of raw materials and components for manufacturing solar modules.
Removed
Research and development R&D expenses consist primarily of personnel and personnel-related expenses for employees engaged in research and development activities, internal and external engineering, depreciation for R&D equipment and facilities, supplies and services, and contributions to research institutions. R&D expenses also include development costs related to our technology license with 24M.
Added
In addition, our cost of sales includes direct labor for the manufacturing of solar modules and manufacturing overhead, such as engineering, equipment maintenance, quality and production control, and information technology. Our cost of sales also includes depreciation of manufacturing plant and equipment, facility-related expenses, environmental health and safety costs, and costs associated with shipping.
Removed
R&D expenses increased by $14.9 million or 110%, to $28.5 million in 2023, from $13.6 million in 2022. This is primarily due to the startup of R&D operations at the CQP late in the second quarter of 2023.
Added
Cost of sales were $1.7 million in 2024 compared to zero in 2023. Cost of sales related to PV solar modules after the Trina Business Combination was completed on December 23, 2024.
Removed
R&D expenses in future periods are expected to be driven by increases in our technology personnel and research and development activities as we invest to improve our production processes, efficiency, and products and as we evaluate additional production and conventional battery technologies as part of our technology diversification strategy.
Added
General and administrative expenses General and administrative expenses primarily consists of personnel and personnel-related expenses for our administrative employees, costs for administrative offices, and outside professional services including legal, accounting, and other advisory services . General and administrative expenses increased by $10.0 million or 15%, to $75.5 million in 2024, from $65.5 million in 2023.
Removed
Restructuring charge As part of the announced Restructuring, we accrued severance and other termination benefits of $6.0 million in 2023, with no corresponding charges incurred in 2022. See further discussion in Note 3 – Restructuring to our consolidated financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
Added
Other (expense) income changed by $53.5 million to $(6.1) million in 2024, from $47.3 million in 2023.
Removed
Share of net loss of equity method investee Share of net loss of equity method investee consists of our proportionate share of the net earnings or losses and other comprehensive income from Nidec Energy AS in 2023 and FREYR Battery US, LLC in 2022.
Added
In addition, we recognized $3.4 million of interest income, net in 2024 compared to $9.9 million in 2023. Income tax benefit (expense) We recorded income tax benefit of $15.8 million in 2024 compared to income tax expense of $0.4 million in 2023.
Removed
See further discussion in Note 6 – Long-Term Investments to our consolidated financial statements included in Part II, Item 8 “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.
Added
In 2024, the Company recorded excess deferred tax liabilities related to the Trina Business Combination which provided a source of future taxable income to support the partial realization of the Company’s pre-existing deferred tax assets which was not available in 2023.
Removed
Financial Condition, Liquidity, and Capital Resources Liquidity and Capital Resources As of December 31, 2023 we had approximately $275.7 million of cash, cash equivalents, and restricted cash and current liabilities of approximately $49.2 million. Our restricted cash includes $21.4 million in escrow funds for Giga Arctic, with the restriction on the remaining unspent funds to be released in early 2024.
Added
Net loss from discontinued operations, net of tax We concluded the assets of our European businesses and business in Coweta County, Georgia met the criteria for classification as held for sale as of December 31, 2024.
Removed
In December 2022, FREYR closed a public offering of 23.0 million ordinary shares at an offering price of $11.50 per share for total gross proceeds of approximately $264.5 million. In September 2022, FREYR filed a shelf registration statement on Form S-3 with the SEC, of which the December public offering is a part.
Added
Additionally, we concluded that the ultimate disposal will represent a strategic shift that will have a major effect on our operations, resulting in the presentation of the historical financial results of these businesses as discontinued operations. Net loss from discontinued operations, net of tax increased by $331.5 million or 609%, to $385.9 in 2024 from $54.4 million in 2023.
Removed
Under this shelf registration statement, FREYR may, from time to time, sell up to an additional aggregate amount of approximately $235.5 million common stock, preferred stock, debt securities, warrants, rights, and purchase units.
Added
This increase primarily relates to the $312.9 million loss from classification to held for sale relating to a non-cash valuation charge relating to recording our CQP and Giga Arctic battery production facilities, inclusive of accumulated foreign currency translation adjustments, at fair value less costs to sell.
Removed
Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of our common stock. FREYR is currently pursuing two tracks of development for Giga America in alignment with our technology diversification strategy. The financing options for Giga America may include the DOE Title 17 Clean Energy Financing Program and project-level equity funding.
Added
Additionally, we recorded a non-cash termination cost for our battery cell technology license with 24M which required we transfer our preferred stock investment for $1. Additionally, foreign currency transaction gains from discontinued operations of $21.2 million were recognized in 2023 with $1.2 million comparable activity in 2024.
Removed
Track one would feature a multi-line 24M scaled technology, which is based on the timing of delivery of testable batteries to our key stakeholders from the CQP, and their acceptance of these batteries. Track two would design production using conventional battery technology, and we are exploring potential conventional partnership opportunities that could accelerate Giga America’s development and start of production.
Added
Financial Condition, Liquidity, and Capital Resources Liquidity and Capital Resources As of December 31, 2024, we believe that our cash, cash equivalents, and cash flows from operating activities will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months.
Removed
Based on our current preliminary estimates for track one, in light of design changes, inflation, and other factors, initial projected capital costs range from $2 billion to $3 billion. Initial capital costs for track two depend significantly on the partner we choose, plant configuration, and other factors, none of which have been finalized.
Added
As of December 31, 2024, we had approximately $76.6 million of cash, cash equivalents, and restricted cash. To date, our principal sources of liquidity have been proceeds received from our business combination with Alussa Energy Acquisition Corp., issuance of equity securities, and amounts received from government grants.
Removed
FREYR expects to make a final investment decision on the Giga America in 2024 which could include one or both tracks. We have begun the development of Giga America but have not yet begun construction nor committed significant funds for the purchase of materials and equipment.
Added
After our Trina Business Combination on December 23, 2024, we expect cash flows from operating activities will also be available to meet our upcoming liquidity needs.
Removed
The total cost of Giga America construction will continue to be refined, as decisions concerning technology and product specifications, timing of the start of construction, factory layout, and equipment purchases are finalized. In August 2022, the Company estimated its Giga Arctic facility to have a total cost of approximately $1.7 billion, using the configuration assumptions determined at that time.
Added
Any equity securities issued may also provide for rights, preferences, or privileges senior to those of holders of our common stock. In November 2024, the Company estimated that a 5 GW solar cell manufacturing facility in the United States would have a total cost of approximately $850 million.
Removed
In 2023, we substantially completed groundworks and certain foundation structures, erected the initial building and secured and weatherized it, and then suspended work on the planned gigafactory. FREYR has elected to secure the Giga Arctic asset and minimize spending in 2024, instead prioritizing liquidity for scale-up efforts at the CQP and focusing spending on development of Giga America.
Added
The increase in cash used in operating activities was primarily due to the receipt of $23.5 million for government grants in connection with the planned development of the land in Coweta County, Georgia in 2023 with no corresponding amount in 2024, in addition there was an increase in routine working capital needs in 2024 offset by a decrease in net loss, adjusted for non-cash items.
Removed
Additional spending on Giga Arctic is pending continuing technology development and a competitive Norwegian regulatory response to the IRA.
Added
Investing Activities Cash flows used in investing activities were $137.7 million in 2024, compared to $187.0 million in 2023.
Removed
The total cost to complete the construction and buildout of the Giga Arctic facility and the timing of cash requirements will depend on a variety of factors such as the ultimate configuration of the facility, including the number of production lines, the capacity of the facility, technology and product specifications, the form and amount of government grants and assistance, the availability, form, and additional requirements of project and other financing, and general economic conditions.
Added
Cash flows from financing activities in 2024 consisted of net proceeds from the issuance of preferred stock of $50.0 million, offset by a $4.1 million outflow for the purchase of our non-controlling interest in our U.S. joint venture. 28 Critical Accounting Policies and Estimates We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S.
Removed
We are planning a significant reduction in total cash spending in 2024 as compared to 2023, in order to extend our liquidity runway to two-plus years without any additional financing. We further expect to refrain from making significant capital expenditures during fiscal year 2024 until we have secured additional funding.
Added
Assets Held for Sale and Discontinued Operations A business is classified as held for sale when management having the authority to approve the action commits to a plan to sell the business, the sale is probable to occur during the next 12 months at a price that is reasonable in relation to its current fair value, and when certain other criteria are met.
Removed
The decrease in cash used in operating activities was primarily due to the receipt of $23.5 million for government grants in connection with the Giga America project for the year ended December 31, 2023. Investing Activities Cash flows from investing activities were $(187.0) million in 2023, compared to $(175.0) million in 2022.
Added
A business classified as held for sale is recorded at the lower of (i) its carrying amount and (ii) estimated fair value less costs to sell. When the carrying amount of the business exceeds its estimated fair value less costs to sell, a loss is recognized and updated each reporting period as appropriate.
Removed
We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. Our actual results could differ significantly from these estimates.
Added
The results of operations of businesses classified as held for sale are reported as discontinued operations if the disposal represents a strategic shift that will have a major effect on the entity’s operations and financial results.
Removed
Share-Based Compensation We issue share-based compensation from our long-term incentive plans. Awards are typically issued in the form of stock options and restricted stock units (“RSUs”) and awards may contain time based, market based, and/or performance based vesting conditions. Share-based compensation expense is generally determined based on the grant-date fair value of awards.
Added
When a business is identified for discontinued operations reporting: (i) results for prior periods are retrospectively reclassified as discontinued operations; (ii) results of operations are reported in a single line, net of tax, in the consolidated statement of operations; and (iii) assets and liabilities are reported as held for sale in the consolidated balance sheets in the period in which the business is classified as held for sale.
Removed
Liability-classified awards are remeasured to fair value at each reporting date until settlement. We have made an accounting policy election to recognize the expense for awards with a service condition and graded vesting features on a straight-line vesting method over the applicable vesting period, and to account for forfeitures in compensation expense as they occur.
Added
We concluded the assets of our European businesses and our Coweta County, Georgia business, met the criteria for classification as held for sale as of December 31, 2024. Additionally, we concluded that the ultimate disposal will represent a strategic shift that will have a major effect on our operations.
Removed
Therefore, the fair value of awards is expensed on a straight-line method over the vesting period for awards expected to meet performance based vesting conditions. Any subsequent changes in the estimated number of awards expected to vest will be recorded as a cumulative catch-up adjustment to compensation cost in the period in which the change in estimate occurs.
Added
As such, the results of our European businesses and Coweta County, Georgia business are presented as discontinued operations herein. We calculated an estimated loss on classification to held for sale of $312.9 million to reflect the write-down of the carrying value to fair value less costs to sell. The fair value was determined by using market participant assumptions.
Removed
For awards with a market condition, compensation cost is recognized over the service period regardless of whether the market conditions are ultimately achieved. The fair value of share-based compensation awards is calculated with commonly used valuation models.
Added
Costs to sell included incremental, direct costs incurred to transact the sale. Refer to Note 16 Discontinued Operations for further details. Business Combinations We allocate the fair value of purchase consideration to the tangible and intangible assets purchased and the liabilities assumed on the basis of their fair values at the date of acquisition.
Removed
We used a lattice option pricing model for certain stock options granted with a strike price above the grant date price and market based awards, we used a Black-Scholes-Merton option pricing model for all other stock options.

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