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New words:
capture, channel, complement, conference, conventional, de, Delaware, delivery, deployment, Draft, ETAC, extraordinary, focused, focusing, fourth, FSE, fusion, GigaArctic, join, LinkedIn, match, media, minimize, nature, order, parallel, path, prioritize, prioritizing, projet, quickly, reallocate, redomicile, redomiciliation, refrain, regular, review, runway, SAP, SE, social, subsidiary, testable, timeline, Twitter, waived, website
Removed:
consultant, final, inaugural, launch, Legacy, line, nominal, phase, pursuant, smaller, stated, strategic, York
Financial report summary
?Competition
BydRisks
- Risks Relating to the Development and Commercialization of FREYR’s Battery Cells
- FREYR’s license with 24M is subject to various risks and uncertainties, which could adversely affect FREYR’s business and future prospects. There can be no assurances that 24M or other future counterparties will not provide similar licenses to other manufacturers, which will increase the competition faced by FREYR.
- The 24M technology or other technology licensed by FREYR may not perform as expected.
- FREYR’s success depends in part on its ability to construct and equip manufacturing facilities in a timely and cost-effective manner.
- FREYR will rely on complex machinery for its operations and production involves a significant degree of risk and uncertainty in terms of operational performance and costs, as well as the risk of damage or destruction.
- FREYR’s planned manufacturing plants, facilities, systems, and infrastructure are subject to risks that could result in these facilities not becoming operable on schedule, or at all, or becoming damaged or destroyed, resulting in disruptions to FREYR’S battery cell production.
- FREYR may not be able to establish sufficient supply relationships for necessary components and materials which could prevent or delay the production of FREYR’s battery cells.
- 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 sensitive to increases in the cost or supply of electricity.
- FREYR’s current and expected use of joint ventures and other collaborative arrangements subjects FREYR to various risks and uncertainties.
- FREYR may not be able to successfully identify, conclude contracts with, and generate revenues from target customers.
- If FREYR’s battery cells fail to perform as expected, FREYR’s ability to market and sell its battery cells could be harmed and FREYR could be subject to increased warranty claims.
- Lithium-ion battery cells have been observed to become hot, vent smoke, and catch fire.
- 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.
- Any financial or economic crisis, or perceived threat of such a crisis, could affect FREYR’s business.
- 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 may need to defend itself against intellectual property infringement claims, which may be time-consuming and could cause it to incur substantial costs.
- The battery industry and its technology are rapidly evolving and may be subject to unforeseen changes, such as technological breakthroughs in existing or competitive technologies that could adversely affect the demand for FREYR’s battery cells.
- FREYR’s future growth and success are dependent upon increasing electrification of current energy sources driven by consumers’ willingness to adopt electrified forms of transportation, the prices of such transportation, and continued government and social support for the increased development of renewable sources of energy.
- FREYR’s competitiveness, brand, and reputation depend on the ability to build low-carbon battery cells from an ethically and sustainably-sourced supply chain. If FREYR is unable to do so, damage to FREYR’s brand and reputation could harm FREYR’s business.
- FREYR’s future growth and success depend on its ability to sell effectively to large customers.
- FREYR may not be able to accurately estimate the future supply and demand for its battery cells, which could result in a variety of inefficiencies in its business and hinder its ability to generate revenues. If FREYR fails to accurately predict its manufacturing requirements, it could incur additional costs or experience delays.
- The increase in competition and advances in technology in the battery industry is expected to cause substantial downward pressure on the prices of battery cells and may cause FREYR to lose sales or market share.
- The manufacturing of battery cells is capital-intensive, and FREYR may not be able to raise additional capital on attractive terms, if at all, which could materially adversely affect FREYR’s ability to operate its business and execute its growth plans. If FREYR does raise additional capital, through debt or equity financing, this could impose additional restrictions on FREYR’s operations and/or have a dilutive effect on current stockholders.
- FREYR’s forward-looking disclosures rely in large part on assumptions and analyses, for which actual results may differ materially from these estimates.
- FREYR’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited.
- Changes in government and economic incentives could have a material adverse effect on FREYR.
- FREYR may be a passive foreign investment company, or “PFIC,” for the current and future taxable years, which could result in adverse U.S. federal income tax consequences to U.S. investors.
- Risks Relating to Legal and Regulatory Compliance
- FREYR may become subject to product liability claims, which could harm its business and liquidity if it is not able to successfully defend or insure against such claims.
- 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’s Consolidated Articles of Association (the “Articles”) include a forum selection clause, which may impact shareholders’ ability to bring actions against FREYR.
- Claims for indemnification by FREYR’s directors and officers may reduce FREYR’s available funds to satisfy successful third-party claims against FREYR and may reduce the amount of money available to FREYR.
- FREYR’s battery cells and its website, systems, and data it maintains may be subject to intentional disruption, other security incidents, or alleged violations of laws, regulations, or other obligations relating to data handling which could have an adverse impact on FREYR.
- FREYR is subject to substantial regulation and unfavorable changes to, or failure by FREYR to comply with, these regulations could substantially harm its business and operating results.
- FREYR is subject to export and import controls that could subject it to liability or impair its ability to compete in international markets.
- 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, remedial measures, and legal expenses.
- FREYR and its partners, suppliers, and customers are subject to requirements relating to environmental, permitting, and safety regulations as well as environmental remediation matters.
- International trade policies may impact demand for FREYR’s products and its competitive position.
- Possible new tariffs on materials and components used to manufacture FREYR’s battery cells could have a material adverse effect on FREYR’s business.
- Risks Relating to Ownership of FREYR Ordinary Shares
- The concentration of ownership among FREYR’s executive officers, directors, and their affiliates may prevent new investors from influencing significant corporate decisions.
- FREYR qualifies as an “emerging growth company”, a “smaller reporting company”, and a “foreign private issuer” and as such, will benefit from reduced disclosure requirements. FREYR cannot be certain if such reduced disclosure requirements will make its ordinary shares less attractive to investors and make it more difficult to compare FREYR’s performance with other public companies.
- FREYR does not expect to declare dividends on its ordinary shares in the foreseeable 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 ordinary shares.
- There can be no assurance that FREYR will be able to comply with the continued listing standards of the NYSE.
Management Discussion
- General and administrative expenses consist of personnel and personnel-related expenses, including share-based compensation, fees paid for contractors and consultants assisting with growing the business, office space related costs, travel costs, public relations costs, legal fees, accounting and audit fees, and depreciation expense.
- General and administrative expenses increased by $2.6 million or 11%, to $27.8 million for the three months ended September 30, 2023, from $25.1 million for the three months ended September 30, 2022. General and administrative expenses increased by $7.5 million or 10%, to $85.4 million for the nine months ended September 30, 2023, from $77.9 million for the nine months ended September 30, 2022. This increase is primarily due to higher headcount and increased spending associated with the ramp-up of activities as we continue to invest in building our business and move closer to the start-up of manufacturing operations.
- We have initiated a program to reduce costs and reallocate resources in 2024 to better match our current priorities, as many of our long term priorities are subject to additional financing. However, expenses can vary from quarter to quarter, and our spending may change to match changing project configurations and timelines, and the availability of project and other financing. See also “Financial Condition, Liquidity and Capital Resources” below.