frey-20240930

BL7

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _________

Commission File Number: 333-274434

FREYR Battery, Inc.

(Exact name of Registrant as specified in its charter)


Delaware						93-3205861
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification Number)

6&8 East Court Square, Suite 300,

Newnan Georgia 30263

(678) 632-3112

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

FREY

The New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50

FREY WS

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 8, 2024, 140,490,406 shares of the registrant’s common stock were outstanding.

TABLE OF CONTENTS


			PAGE
Part I - Financial Information			1
	Item 1.	Financial Statements	1
	Item 2.	FREYR Battery, Inc.’s Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
	Item 3.	Qualitative and Quantitative Disclosures About Market Risk	16
	Item 4.	Controls and Procedures	16
Part II - Other Information			17
	Item 1.	Legal Proceedings	17
	Item 1A.	Risk Factors	17
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
	Item 3.	Defaults Upon Senior Securities	17
	Item 4.	Mine Safety Disclosures	17
	Item 5.	Other Information	17
	Item 6.	Exhibits	17
Signatures			20

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this Quarterly Report on Form 10-Q (this “Report”) and in documents incorporated herein by reference. All statements, other than statements of present or historical fact included in or incorporated by reference in this Report, regarding FREYR Battery, Inc.’s future financial performance, as well as our strategy, future operations, financial position, estimated revenues and losses, projected costs, expected cash spending, planned capital expenditures, prospects, plans, and objectives of management are forward-looking statements. When used in this Report, the words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “will”, “would”, the negative of such terms, and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions, and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to our business.

These forward-looking statements are based on information available as of the date of this Report, and current expectations, forecasts, and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Report and in any document incorporated herein by reference should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (the "SEC") on February 29, 2024 and in our other filings with the SEC. We do not assume any obligation to update any forward-looking statements.

FREYR intends to use its website as a channel of distribution to disclose information which may be of interest or material to investors and to communicate with investors and the public. Such disclosures will be included on FREYR’s website in the ‘Investor Relations’ sections. FREYR also intends to use certain social media channels, including, but not limited to, X (formerly Twitter) and LinkedIn, as means of communicating with the public and investors about FREYR, its progress, products and other matters. While not all the information that FREYR posts to its digital platforms may be deemed to be of a material nature, some information may be. As a result, FREYR encourages investors and others interested to review the information that it posts and to monitor such portions of FREYR’s website and social media channels on a regular basis, in addition to following FREYR’s press releases, SEC filings, and public conference calls and webcasts. The contents of FREYR’s website and other social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

FREYR BATTERY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	September 30, 2024		December 31, 2023

ASSETS
Current assets:
Cash and cash equivalents	$	181,851	$	253,339
Restricted cash	2,202		22,403
Prepaid assets	2,838		2,168
Other current assets	12,583		34,044
Total current assets	199,474		311,954

Property and equipment, net	368,342		366,357
Intangible assets, net	2,700		2,813
Long-term investments	21,819		22,303

Right-of-use asset under operating leases	22,640		24,476

Other long-term assets	10		4,282
Total assets	$	614,985	$	732,185

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	10,080	$	18,113
Accrued liabilities and other	21,254		30,790


Share-based compensation liability	19		281
Total current liabilities	31,353		49,184

Warrant liability	721		2,025
Operating lease liability	16,775		18,816

Other long-term liabilities	27,446		27,444

Total liabilities	76,295		97,469

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.01 par value, 10,000 shares authorized, none issued and outstanding as of both September 30, 2024 and December 31, 2023	—		—
Common stock, $0.01 par value, 355,000 shares authorized as of both September 30, 2024 and December 31, 2023; 140,490 issued and outstanding as of September 30, 2024; and 139,705 issued and outstanding as of December 31, 2023	1,405		1,397

Additional paid-in capital	929,324		925,623

Accumulated other comprehensive loss	(34,035)		(18,826)
Accumulated deficit	(358,004)		(274,999)
Total stockholders' equity	538,690		633,195

Non-controlling interests	—		1,521
Total equity	538,690		634,716

Total liabilities and equity	$	614,985	$	732,185

See accompanying Notes to Condensed Consolidated Financial Statements.

FREYR BATTERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In thousands, except per share amounts)

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Operating expenses:
General and administrative	$	18,515	$	27,772	$	61,386	$	85,405
Research and development	8,616		7,086		30,854		18,295
Restructuring charge	4,507		—		4,644		—
Share of net loss of equity method investee	150		153		484		208
Total operating expenses	31,788		35,011		97,368		103,908
Loss from operations	(31,788)		(35,011)		(97,368)		(103,908)

Other income (expense):
Warrant liability fair value adjustment	1,096		24,399		1,294		23,248


Interest income, net	1,074		1,284		3,627		6,042

Foreign currency transaction (loss) gain	(110)		(3,213)		1,245		20,546
Other income, net	2,172		2,537		7,806		6,103
Total other income	4,232		25,007		13,972		55,939
Loss before income taxes	(27,556)		(10,004)		(83,396)		(47,969)
Income tax expense	—		—		(11)		(341)
Net loss	(27,556)		(10,004)		(83,407)		(48,310)
Net loss attributable to non-controlling interests	81		219		402		517
Net loss attributable to stockholders	$	(27,475)	$	(9,785)	$	(83,005)	$	(47,793)


Weighted average shares outstanding - basic and diluted	140,490		139,705		140,102		139,705



Net loss per share attributable to stockholders - basic and diluted	$	(0.20)	$	(0.07)	$	(0.59)	$	(0.34)


Other comprehensive (loss) income:
Net loss	$	(27,556)	$	(10,004)	$	(83,407)	$	(48,310)
Foreign currency translation adjustments	5,973		6,134		(15,209)		(48,009)
Total comprehensive loss	$	(21,583)	$	(3,870)	$	(98,616)	$	(96,319)
Comprehensive loss attributable to non-controlling interests	81		219		402		517
Comprehensive loss attributable to stockholders	$	(21,502)	$	(3,651)	$	(98,214)	$	(95,802)

See accompanying Notes to Condensed Consolidated Financial Statements.

FREYR BATTERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Stockholders’ Equity
	Shares			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Accumulated Deficit		Non-controlling interests		Total Equity

	Number	Amount
Balance as of January 1, 2023	139,854	$	139,854	$	772,602	$	9,094	$	(1,041)	$	(203,054)	$	2,672	$	720,127
Share-based compensation expense	—	—		1,462		—		—		—		—		1,462
Net loss	—	—		—		—		—		(12,726)		(177)		(12,903)
Reclassification of warrants from liability classified to equity classified	—	—		5		—		—		—		—		5
Other comprehensive loss	—	—		—		(33,718)		—		—		—		(33,718)
Balance as of March 31, 2023	139,854	$	139,854	$	774,069	$	(24,624)	$	(1,041)	$	(215,780)	$	2,495	$	674,973
Share-based compensation expense	—	—		3,688		—		—		—		—		3,688
Net loss	—	—		—		—		—		(25,282)		(121)		(25,403)
Reclassification of warrants from liability classified to equity classified	—	—		56		—		—		—		—		56
Other comprehensive loss	—	—		—		(20,425)		—		—		—		(20,425)
Balance as of June 30, 2023	139,854	$	139,854	$	777,813	$	(45,049)	$	(1,041)	$	(241,062)	$	2,374	$	632,889
Share-based compensation expense	—	—		5,421		—		—		—		—		5,421
Net loss	—	—		—		—		—		(9,785)		(219)		(10,004)

Other comprehensive income	—	—		—		6,134		—		—		—		6,134
Balance as of September 30, 2023	139,854	$	139,854	$	783,234	$	(38,915)	$	(1,041)	$	(250,847)	$	2,155	$	634,440


	Stockholders’ Equity
	Shares			Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Accumulated Deficit		Non-controlling interests		Total Equity

	Number	Amount
Balance as of January 1, 2024	139,705	$	1,397	$	925,623	$	(18,826)	$	—	$	(274,999)	$	1,521	$	634,716
Share-based compensation expense	—	—		3,670		—		—		—		—		3,670
Net loss	—	—		—		—		—		(28,543)		(147)		(28,690)

Reclassification of warrants from liability classified to equity classified	—	—		10		—		—		—		—		10
Other comprehensive loss	—	—		—		(26,044)		—		—		—		(26,044)
Balance as of March 31, 2024	139,705	$	1,397	$	929,303	$	(44,870)	$	—	$	(303,542)	$	1,374	$	583,662
Share-based compensation expense	—	—		1,486		—		—		—		—		1,486
Net loss	—	—		—		—		—		(26,987)		(174)		(27,161)
Exercise of warrants	785	8		(8)		—		—		—		—		—
Other comprehensive income	—	—		—		4,862		—		—		—		4,862
Balance as of June 30, 2024	140,490	$	1,405	$	930,781	$	(40,008)	$	—	$	(330,529)	$	1,200	$	562,849
Share-based compensation expense	—	—		1,554		—		—		—		—		1,554
Net loss	—	—		—		—		—		(27,475)		(81)		(27,556)

Acquisition of non-controlling interest	—	—		(3,011)		—		—		—		(1,119)		(4,130)
Other comprehensive income	—	—		—		5,973		—		—		—		5,973
Balance as of September 30, 2024	140,490	$	1,405	$	929,324	$	(34,035)	$	—	$	(358,004)	$	—	$	538,690

See accompanying Notes to Condensed Consolidated Financial Statements.

FREYR BATTERY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine months ended September 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(83,407)	$	(48,310)
Adjustments to reconcile net loss to cash used in operating activities:
Share-based compensation expense	6,449		7,859
Depreciation and amortization	7,028		1,922

Reduction in the carrying amount of right-of-use assets	1,282		1,005
Warrant liability fair value adjustment	(1,294)		(23,248)


Share of net loss of equity method investee	484		208

Foreign currency transaction net unrealized gain	(1,075)		(19,346)
Other	—		(929)
Changes in assets and liabilities:
Prepaid assets and other current assets	13		1,672

Accounts payable, accrued liabilities and other	(429)		28,401



Operating lease liability	(1,626)		(3,212)
Net cash used in operating activities	(72,575)		(53,978)

Cash flows from investing activities:
Proceeds from the return of property and equipment deposits	22,735		—
Proceeds from property related grants	—		3,500
Purchases of property and equipment	(34,683)		(168,811)
Investments in equity method investee	—		(1,655)
Purchases of other long-term assets	—		(1,000)
Net cash used in investing activities	(11,948)		(167,966)

Cash flows from financing activities:






Payment for non-controlling interest	(4,130)		—
Net cash used in financing activities	(4,130)		—

Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash	(3,036)		(13,240)
Net decrease in cash, cash equivalents, and restricted cash	(91,689)		(235,184)
Cash, cash equivalents, and restricted cash at beginning of period	275,742		563,045
Cash, cash equivalents, and restricted cash at end of period	$	184,053	$	327,861

Supplementary disclosure for non-cash activities:
Accrued purchases of property and equipment	$	6,133	$	11,187


Reconciliation to condensed consolidated balance sheets:
Cash and cash equivalents	$	181,851	$	299,419
Restricted cash	2,202		28,442
Cash, cash equivalents, and restricted cash	$	184,053	$	327,861

See accompanying Notes to Condensed Consolidated Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of the Business

FREYR Battery, Inc. a Delaware Corporation (“FREYR,” the “Company”, “we”, or “us”) is a developer of sustainable clean energy capacity and solutions. We aim to accelerate the decarbonization of global energy systems by industrializing technologies across the battery and renewables value chains.

As of September 30, 2024, FREYR was evaluating several project opportunities in the U.S. and Europe to establish a profitable, commercial enterprise and to create shareholder value.

As of September 30, 2024, we have not yet initiated commercial manufacturing or derived revenue from our principal business activities.

Basis of Presentation

The unaudited condensed consolidated interim financial statements have been prepared in conformity with the accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, these financial statements do not include all of the information required by U.S. GAAP for complete consolidated financial statements.

The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements for the year ended December 31, 2023 and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments necessary for the fair presentation of the Company’s condensed consolidated financial statements for the periods presented. The results of operations for the nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. The condensed consolidated balance sheet as of December 31, 2023, was derived from the audited consolidated financial statements as of December 31, 2023. However, these condensed consolidated interim financial statements do not contain all of the footnote disclosures from the annual consolidated financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024.

The condensed consolidated financial statements include the accounts of FREYR, its wholly owned subsidiaries, majority-owned subsidiaries, and variable interest entities (“VIE”) of which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated. Certain prior period balances and amounts have been reclassified to conform with the current period’s presentation.

Use of Estimates

The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates and assumptions include, but are not limited to, estimates related to impairment of long-lived assets, the valuation of warrant liability, and share-based compensation. We base these estimates on historical experiences and on various other assumptions that we believe are reasonable under the circumstances, however, actual results may differ materially from these estimates.

Risks and Uncertainties

We are subject to those risks common to our business and industry and also those risks common to early stage development companies. These risks include those disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024.

These condensed consolidated financial statements have been prepared by management in accordance with U.S. GAAP and this basis assumes that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of the date of this report, our existing cash resources, which were primarily provided as a result of our business combination with Alussa Energy Acquisition Corporation in 2021 (the "Business Combination") and issuance of equity securities, are sufficient to support our planned operations for at least the next 12 months from the date of issuance of these financial statements. Therefore, our financial statements have been prepared on the basis that we will continue as a going concern.

In accordance with ASC 360-10, the Company records impairment losses on long-lived assets used in operations when events and circumstances indicate that long-lived assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. During Q3 2024, events and circumstances indicated that the Company’s long-lived assets related to its Norwegian business might be impaired. However, the Company’s estimate of undiscounted cash flows indicated that such carrying amounts were expected to be recovered.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Nonetheless, it is reasonably possible that the estimate of undiscounted cash flows may change in the near term resulting in the need to write down those assets to fair value.

Restricted Cash

Certain cash balances are restricted as to withdrawal or use. Restricted cash includes funds held in a restricted account for the payment of upfront rental lease deposits and government income tax withholdings, and in 2023, restricted cash included the balance of an account held for the construction of the manufacturing project in Mo i Rana, Norway (“Giga Arctic”).

Significant Accounting Policies

The Company’s significant accounting policies were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Supplemental accounting policy disclosures are included above.

2. RESTRUCTURING

2024 Restructuring

In September 2024, FREYR implemented a restructuring process (the “2024 Restructuring”), to reduce overhead costs and better align the organization to current opportunities. We accrued severance and other termination benefits of $4.5 million related to the 2024 Restructuring, which was recognized in Restructuring charge in the consolidated statements of operation and comprehensive loss for the three and nine months ended September 30, 2024. No cash payments or other adjustments to the accrued restructuring charge balance have been made in 2024.

2023 Restructuring

In November 2023, FREYR announced a restructuring process (the “2023 Restructuring”), which focused on preserving Company liquidity as we advanced our strategies on the Customer Qualification Plant (“CQP”) and at the manufacturing project in the U.S. (“Giga America”), while continuing to fund critical initiatives. We accrued severance and other termination benefits of $6.0 million related to the 2023 Restructuring which was recognized in Restructuring charge in the consolidated statements of operation and comprehensive loss for the year ended December 31, 2023.

The changes in accrued severance and other termination benefits for the 2023 Restructuring were as follows (in thousands):


	Amount
Balance as of January 1, 2024	$	6,016
Severance and other personnel costs	137
Cash payments	(6,026)
Foreign currency exchange effects	(127)
Balance as of September 30, 2024	$	—

Accrued and unpaid severance and personnel costs are included within accrued liabilities and other on the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023.

3. OTHER CURRENT ASSETS

Other current assets consisted of the following (in thousands):


	September 30, 2024		December 31, 2023

Deposits	$	4,146	$	23,893
Other current assets	8,437		10,151

Total	$	12,583	$	34,044

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS, NET

Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):


	September 30, 2024		December 31, 2023

Land	$	44,326	$	44,326
Leasehold improvements	39,803		39,723
Machinery and equipment	33,535		14,058
Office equipment	2,852		2,926
Construction in progress	258,591		269,197
	379,107		370,230
Less: Accumulated depreciation	(10,765)		(3,873)
Total	$	368,342	$	366,357

Depreciation expense was $2.5 million and $1.1 million for the three months ended September 30, 2024 and 2023, respectively, and $7.0 million and $1.8 million for the nine months ended September 30, 2024 and 2023, respectively.

Intangible Assets, net

Intangible assets, net consisted of the following (in thousands):


	As of September 30, 2024						As of December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
License	$	3,000	$	(300)	$	2,700	$	3,000	$	(187)	$	2,813

Amortization expense was $38,000 for the three months ended September 30, 2024 and 2023, and $113,000 for the nine months ended September 30, 2024 and 2023. Future annual amortization expense is estimated to be $150,000 for the full year 2024 and each of the next four years.

5. LONG-TERM INVESTMENTS

The Company’s equity investments consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Investment
Equity method investments:
Nidec Energy AS	$	791	$	1,275
Investments without readily determinable fair values:
24M preferred stock	21,028		21,028
Total Long-Term Investments	$	21,819	$	22,303

Equity Method Investments

In March 2023, the Company contributed $1.7 million to obtain a 33% equity interest in Nidec Energy AS (the “Nidec JV”), a joint venture with Nidec Europe BV (“Nidec”). The Nidec JV was formed to develop, manufacture, and sell battery modules and battery packs for industrial and utility-grade ESS applications. The Company determined that the Nidec JV was a VIE, and that the Company was not the primary beneficiary. Additionally, the Company is able to exercise significant influence but not control over the operating and financial policies of the Nidec JV. Therefore, the Company has recorded its investment in the Nidec JV as an equity method investment.

During the nine months ended September 30, 2024 and 2023, the Company recognized $0.5 million and $0.2 million, respectively, as its share of net loss of equity method investee in the condensed consolidated statements of operations and comprehensive loss related to the Company’s equity method investment in the Nidec JV. During the nine months ended September 30, 2024 and 2023, the Company recognized other income of $0.3 million and $0.5 million related to general and administrative expenses incurred on behalf of the Nidec JV. As of September 30, 2024 and December 31, 2023, unpaid amounts of $1.5 million and $0.8 million, respectively, are recorded in other current assets.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Equity Investments Without Readily Determinable Fair Values

On October 8, 2021, we invested in an unsecured convertible note receivable (the “Convertible Note”) from 24M. On March 24, 2023, we converted the Convertible Note to preferred stock of 24M. As the 24M preferred stock does not have a readily determinable fair value and does not provide the Company with control or significant influence, we have elected to account for the 24M preferred stock under the measurement alternative. There have been no adjustments to the fair value of the 24M preferred stock since its conversion.

6. ACCRUED LIABILITIES AND OTHER

Accrued liabilities and other consisted of the following (in thousands):


	September 30, 2024		December 31, 2023

Accrued purchases	$	8,067	$	13,145
Accrued payroll and payroll related expenses	7,961		13,120
Operating lease liabilities	3,348		3,382
Other current liabilities	1,878		1,143
Total	$	21,254	$	30,790

7. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, we may be subject to legal and regulatory actions that arise in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and if such loss or a range of losses is estimable, often involves significant judgment, including estimates and assumptions about future events.

To the knowledge of our management, as of September 30, 2024 there is 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.

8. WARRANTS

Public and Private Warrants

As of September 30, 2024 and December 31, 2023, we had 24.6 million warrants outstanding (the “Warrants”), consisting of 14.7 million public warrants (the “Public Warrants”) and 9.9 million private warrants (the “Private Warrants”) as of September 30, 2024 and 14.6 million Public Warrants and 10.0 million Private Warrants as of December 31, 2023. Each Warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustments. The Warrants will expire on July 9, 2026, or earlier upon redemption or liquidation.

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. We determined that the Public Warrants are equity classified as they are indexed to our common stock and qualify for classification within stockholders’ equity. As such, the Public Warrants are presented as part of additional paid-in capital on the condensed consolidated balance sheets.

The Private Warrants are identical to the Public Warrants, except that so long as they are held by a certain holder or any of its permitted transferees, the Private Warrants: (i) may be exercised for cash or on a cashless basis and (ii) shall not be redeemable by FREYR. We determined that the Private Warrants are not considered indexed to our common stock as the holder of the Private Warrants impacts the settlement amount and therefore, they are liability classified. The Private Warrants are presented as warrant liability on the condensed consolidated balance sheets.

If Private Warrants are sold or transferred to another party that is not the specified holder or any of its permitted transferees, the Private Warrants become Public Warrants and qualify for classification within stockholders’ equity at the fair value on the date of the transfer. See also Note 9 – Fair Value Measurement.

EDGE Warrants

As of September 30, 2024 and December 31, 2023, we had 0.7 million and 2.2 million warrants, respectively, held by EDGE Global LLC (“EDGE”) or its co-owners that were outstanding and exercisable. These warrants entitle the holder thereof to purchase one share of our common stock at the exercise price, subject to adjustments. The EDGE warrants outstanding as of September 30, 2024 have an exercise price of $1.22 and expire on September 30, 2025. During the nine months ended September 30, 2024, 1.5 million warrants with an exercise price of $0.95 were exercised and settled in shares, net of shares withheld to satisfy the exercise price.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. FAIR VALUE MEASUREMENT

Financial assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, consisted of the following (in thousands):

September 30, 2024

December 31, 2023

SEC Form 10-Q filed by FREYR Battery Inc.