Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 22, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | FREYR Battery | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 116,440,191 | |
Amendment Flag | false | |
Entity Central Index Key | 0001844224 | |
Entity Current Reporting Status | No | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-40581 | |
Entity Incorporation, State or Country Code | N4 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Address, Address Line One | 412F, route d’Esch | |
Entity Address, Postal Zip Code | L-2086 | |
Entity Address, City or Town | Luxembourg | |
Entity Address, Country | LU | |
City Area Code | 00 | |
Local Phone Number | 352 46 61 11 3721 | |
Entity Interactive Data Current | Yes | |
Ordinary Shares, without nominal value | ||
Document Information Line Items | ||
Trading Symbol | FREY | |
Title of 12(b) Security | Ordinary Shares, without nominal value | |
Security Exchange Name | NYSE | |
Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 | ||
Document Information Line Items | ||
Trading Symbol | FREY WS | |
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 | |
Security Exchange Name | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 622,582 | $ 14,749 |
Restricted cash | 879 | 196 |
Prepaid assets | 6,486 | 464 |
Other current assets | 709 | 442 |
Total current assets | 630,656 | 15,851 |
Property and equipment, net | 5,606 | 80 |
Other long-term assets | 11 | |
Total assets | 636,273 | 15,931 |
Current liabilities | ||
Accounts payable | 3,147 | 888 |
Accrued liabilities | 9,286 | 2,153 |
Accounts payable and accrued liabilities - related party | 1,040 | 322 |
Redeemable preferred shares | 7,574 | |
Deferred income | 1,387 | |
Total current liabilities | 14,860 | 10,937 |
Warrant liability | 38,438 | |
Other long-term liabilities | 38 | |
Total liabilities | 53,298 | 10,975 |
Commitments and contingencies (Note 6) | ||
Shareholders’ equity | ||
Additional paid-in capital | 658,868 | 15,183 |
Accumulated other comprehensive income | 334 | 658 |
Accumulated deficit | (76,227) | (10,885) |
Total shareholders’ equity | 582,975 | 4,956 |
Total liabilities and shareholders’ equity | $ 636,273 | $ 15,931 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Operating expenses: | ||||
General and administrative | $ 30,027 | $ 1,666 | $ 46,191 | $ 3,453 |
Research and development | 5,257 | 283 | 11,209 | 371 |
Depreciation | 30 | 4 | 54 | 10 |
Total operating expenses | 35,314 | 1,953 | 57,454 | 3,834 |
Loss from operations | (35,314) | (1,953) | (57,454) | (3,834) |
Other income (expense): | ||||
Redeemable preferred shares fair value adjustment | 75 | |||
Interest income | 51 | 59 | ||
Warrant liability fair value adjustment | (11,173) | (350) | (11,173) | (575) |
Convertible notes fair value adjustment | (165) | (199) | ||
Interest expense | (1) | (11) | (1) | (53) |
Foreign currency transaction (loss) gain | 1,015 | 4 | 827 | |
Other income | 3 | 6 | 2,325 | 277 |
Loss before income taxes | (45,419) | (2,469) | (65,342) | (4,384) |
Income tax expense | ||||
Net loss | (45,419) | (2,469) | (65,342) | (4,384) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (558) | (23) | (324) | 106 |
Total comprehensive loss | $ (45,977) | $ (2,492) | $ (65,666) | $ (4,278) |
Basic and diluted weighted-average ordinary shares outstanding (in Shares) | 108,713,120 | 32,975,533 | 61,466,975 | 25,321,078 |
Basic and diluted net loss attributable to ordinary shareholders (Note 14) (in Dollars per share) | $ (0.42) | $ (0.07) | $ (1.06) | $ (0.17) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) - USD ($) $ in Thousands | Ordinary Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Balance beginning at Dec. 31, 2019 | $ 335 | $ (4) | $ (1,280) | $ (949) | |
Balance beginning (in Shares) at Dec. 31, 2019 | 21,250,776 | ||||
Net loss | (895) | (895) | |||
Other comprehensive income | 246 | 246 | |||
Balance ending at Mar. 31, 2020 | 335 | 242 | (2,175) | (1,598) | |
Balance ending (in Shares) at Mar. 31, 2020 | 21,250,776 | ||||
Balance beginning at Dec. 31, 2019 | 335 | (4) | (1,280) | (949) | |
Balance beginning (in Shares) at Dec. 31, 2019 | 21,250,776 | ||||
Net loss | (4,384) | ||||
Balance ending at Sep. 30, 2020 | 14,036 | 102 | (5,664) | 8,474 | |
Balance ending (in Shares) at Sep. 30, 2020 | 37,056,907 | ||||
Balance beginning at Mar. 31, 2020 | 335 | 242 | (2,175) | (1,598) | |
Balance beginning (in Shares) at Mar. 31, 2020 | 21,250,776 | ||||
Capital contributions from Rana municipality, net of issuance costs | 995 | 995 | |||
Capital contributions from Rana municipality, net of issuance costs (in Shares) | 938,074 | ||||
Net loss | (1,020) | (1,020) | |||
Other comprehensive income | (117) | (117) | |||
Balance ending at Jun. 30, 2020 | 1,330 | 125 | (3,195) | (1,740) | |
Balance ending (in Shares) at Jun. 30, 2020 | 22,188,850 | ||||
Capital Contributions, net of issuance costs | 12,259 | 12,259 | |||
Capital Contributions, net of issuance costs (in Shares) | 14,868,057 | ||||
Share-based compensation expense | 447 | 447 | |||
Net loss | (2,469) | (2,469) | |||
Other comprehensive income | (23) | (23) | |||
Balance ending at Sep. 30, 2020 | 14,036 | 102 | (5,664) | 8,474 | |
Balance ending (in Shares) at Sep. 30, 2020 | 37,056,907 | ||||
Balance beginning at Dec. 31, 2020 | 15,183 | 658 | (10,885) | 4,956 | |
Balance beginning (in Shares) at Dec. 31, 2020 | 37,452,359 | ||||
Share-based compensation expense | 4,617 | 4,617 | |||
Net loss | (11,887) | (11,887) | |||
Other comprehensive income | 57 | 57 | |||
Balance ending at Mar. 31, 2021 | 19,800 | 715 | (22,772) | (2,257) | |
Balance ending (in Shares) at Mar. 31, 2021 | 37,452,359 | ||||
Balance beginning at Dec. 31, 2020 | 15,183 | 658 | (10,885) | 4,956 | |
Balance beginning (in Shares) at Dec. 31, 2020 | 37,452,359 | ||||
Net loss | (65,342) | ||||
Balance ending at Sep. 30, 2021 | 658,868 | 334 | (76,227) | 582,975 | |
Balance ending (in Shares) at Sep. 30, 2021 | 116,440,191 | ||||
Balance beginning at Mar. 31, 2021 | 19,800 | 715 | (22,772) | (2,257) | |
Balance beginning (in Shares) at Mar. 31, 2021 | 37,452,359 | ||||
Share-based compensation expense | 528 | 528 | |||
Net loss | (8,036) | (8,036) | |||
Other comprehensive income | 177 | 177 | |||
Balance ending at Jun. 30, 2021 | 20,328 | 892 | (30,808) | (9,588) | |
Balance ending (in Shares) at Jun. 30, 2021 | 37,452,359 | ||||
Share-based compensation expense | 8,349 | 8,349 | |||
Norway Demerger | (2,897) | (2,897) | |||
Issuance of ordinary shares in settlement of FREYR Legacy preferred shares | 14,895 | 14,895 | |||
Issuance of ordinary shares in settlement of FREYR Legacy preferred shares (in Shares) | 1,489,500 | ||||
PIPE Investment, net of transaction costs | 579,000 | 579,000 | |||
PIPE Investment, net of transaction costs (in Shares) | 60,000,000 | ||||
Business Combination, net of redemptions and transaction costs | 39,192 | 39,192 | |||
Business Combination, net of redemptions and transaction costs (in Shares) | 17,498,332 | ||||
Net loss | (45,419) | (45,419) | |||
Other comprehensive income | (558) | (558) | |||
Balance ending at Sep. 30, 2021 | $ 658,868 | $ 334 | $ (76,227) | $ 582,975 | |
Balance ending (in Shares) at Sep. 30, 2021 | 116,440,191 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (65,342) | $ (4,384) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Share-based compensation expense | 14,367 | 447 |
Depreciation | 54 | 10 |
Redeemable preferred shares fair value adjustment | (74) | |
Foreign currency transaction loss on redeemable preferred shares | 28 | |
Warrant liability fair value adjustment | 11,173 | 575 |
Convertible notes fair value adjustment | 199 | |
Other | (82) | 81 |
Changes in assets and liabilities: | ||
Prepaid assets | (6,065) | (66) |
Other current assets | (236) | 129 |
Accounts payable and accrued liabilities | 8,365 | (385) |
Accounts payable and accrued liabilities - related party | 738 | 11 |
Deferred income | 1,431 | |
Other long-term liabilities | 7 | |
Net cash used in operating activities | (35,643) | (3,376) |
Cash flows from investing activities | ||
Purchases of property and equipment | (4,099) | (35) |
Purchases of other long-term assets | (12) | |
Net cash used in investing activities | (4,111) | (35) |
Cash flows from financing activities | ||
Proceeds from Business Combination | 70,836 | |
Proceeds from PIPE Investment | 600,000 | |
Capital contributions - ordinary shares | 12,349 | |
Issuance cost | (26,334) | (799) |
Proceeds from issuance of redeemable preferred shares | 7,500 | |
Payments for the Norway Demerger | (3,002) | |
Proceeds from issuance of convertible debt | 1,104 | |
Proceeds from issuance of convertible debt - related party | 427 | |
Payments related to convertible debt | (125) | |
Net cash provided by financing activities | 649,000 | 12,956 |
Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash | (730) | 3 |
Net increase in cash, cash equivalents, and restricted cash | 608,516 | 9,548 |
Cash, cash equivalents, and restricted cash at beginning of period | 14,945 | 257 |
Cash, cash equivalents, and restricted cash at end of period | 623,461 | 9,805 |
Reconciliation to consolidated balance sheets | ||
Cash and cash equivalents | 622,582 | 9,740 |
Restricted cash | 879 | 65 |
Cash, cash equivalents, and restricted cash | $ 623,461 | $ 9,805 |
Business and Basis of Presentat
Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | 1. Business and Basis of Presentation Description of the Business FREYR Battery (the “Company”, “FREYR”, or “we”) was incorporated as a public limited liability company (“société anonyme”) under the laws of Grand Duchy of Luxembourg on January 20, 2021. Pursuant to the business combination agreement (the “BCA”) entered into to effect a merger between Alussa Energy Acquisition Corp., a Cayman Islands exempted company (“Alussa”) and FREYR AS, a private limited liability company organized under the laws of Norway (“FREYR Legacy”) (the “Business Combination”), the Company was formed to complete the Business Combination and related transactions and carry on the business of FREYR Legacy. FREYR serves as the successor entity to FREYR Legacy, the predecessor entity. FREYR’s mission and vision are to accelerate the decarbonization of the transportation sector and energy systems by delivering some of the world’s cleanest and most cost-effective batteries. FREYR aims to produce some of the most cost-competitive batteries with the lowest carbon footprints, which could further support the acceleration of the energy transition. FREYR is currently working to develop an application of its in-licensed technology and planning the building of the battery factories in Mo i Rana, Norway. Following the investment decision of the Customer Qualification Plant (“CQP”), preparatory work is on-going in Mo i Rana, Norway. The CQP production line will be based on our in-licensed technology from 24M. As of September 30, 2021, FREYR has not derived revenue from its principal business activities. FREYR will initially target energy storage systems (“ESS”), marine applications, commercial vehicles and electric vehicles (“EV”) with slower charge requirements, and then plans to target additional markets, including consumer EVs, through both licensing and joint venture models. FREYR plans to produce faster charge battery cells for the broader consumer EV segment through the 24M platforms, as well as through the joint venture business model and potentially additional licensing partnerships. On July 9, 2021, FREYR consummated the Business Combination with FREYR Legacy and Alussa pursuant to the terms of the BCA dated January 29, 2021, by and between the Company, FREYR Legacy, Alussa, Alussa Energy Sponsor LLC (“Sponsor”), ATS AS (“Shareholder Representative”), Norway Sub 1 AS, a private limited liability company organized under the laws of Norway (“Norway Merger Sub 1”), Norway Sub 2 AS, a private limited liability company organized under the laws of Norway (“Norway Merger Sub 2”), Adama Charlie Sub, a Cayman Islands exempted company (“Cayman Merger Sub”) and the shareholders of FREYR Legacy named therein (the “Major Shareholders”). Pursuant to the terms of the BCA, among other things (a) FREYR Legacy’s wind farm business was transferred to Sjonfjellet Vindpark Holding AS (“SVPH”), a private limited liability company incorporated by way of a Norwegian demerger (the “Norway Demerger”), resulting in such business becoming held by FREYR Legacy’s shareholders through SVPH, (b) Alussa merged with and into Cayman Merger Sub, with Alussa continuing as the surviving entity and a wholly owned subsidiary of FREYR (the “Cayman Merger” and the “First Closing”), (c) following the First Closing, Alussa distributed all of its interests in Norway Merger Sub 1 to FREYR, (d) FREYR Legacy merged with and into Norway Merger Sub 2, with Norway Sub 2 continuing as the surviving entity (the “Norway Merger”), (e) FREYR acquired all preferred shares of Norway Merger Sub 1 (which were issued in exchange for the FREYR Legacy redeemable preferred shares as a part of the Norway Merger) from certain former holders of FREYR Legacy redeemable preferred shares in exchange for a number of newly issued shares of FREYR and (f) Norway Merger Sub 1 merged with and into FREYR, with FREYR continuing as the surviving entity (the “Cross-Border Merger”) (the events in (d), (e) and (f), the “Second Closing”). In connection with the consummation of the transactions contemplated by the BCA, FREYR Legacy and Alussa became wholly-owned subsidiaries of FREYR. Following the First Closing on July 7, 2021, the Company’s ordinary shares and warrants began trading on the New York Stock Exchange. Basis of Presentation and Principles of Consolidation The Company’s condensed consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Alussa was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the following factors: (i) FREYR Legacy’s existing operations comprise the ongoing operations of the combined company, (ii) FREYR Legacy’s senior management comprises the senior management of the combined company and (iii) no shareholder has control of the board of directors or a majority voting interest in the combined company. In accordance with guidance applicable to these circumstances, the Business Combination was treated as the equivalent of FREYR issuing shares for the net assets of Alussa, accompanied by a recapitalization. The net assets of Alussa were stated at historical cost, with no goodwill or other intangible assets recorded. As a result, the condensed consolidated financial statements included herein reflect (i) the historical operating results of FREYR Legacy prior to the Business Combination, (ii) the combined results of the Company, FREYR Legacy and Alussa following the closing of the Business Combination, (iii) the assets and liabilities of FREYR Legacy at their historical cost, (iv) the assets and liabilities of the Company and Alussa at their historical cost, which approximates fair value, and (v) the Company’s equity structure for all periods presented. In accordance with ASC 805 guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the closing date, to reflect the number of shares of the Company’s ordinary shares issued to FREYR Legacy’s shareholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to FREYR Legacy’s ordinary shares prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in the condensed consolidated financial statements herein. Certain prior period balances and amounts have been reclassified to conform with the current period presentation in the condensed consolidated financial statements and the accompanying notes. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies 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. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of its warrant liability, among others. The Company bases these estimates on historical experiences and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. Unaudited Condensed Consolidated Financial Statements The accompanying interim condensed consolidated balance sheet as of September 30, 2021, the interim condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020, the interim condensed consolidated statements of shareholders’ equity for the nine months ended September 30, 2021 and 2020, and the interim condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments necessary for the fair statement of the Company’s condensed consolidated financial statements for the periods presented. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements related to the three-month and nine-month periods are also unaudited. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. Although the consolidated balance sheet as of December 31, 2020 was derived from the audited annual consolidated financial statements as of December 31, 2020, these interim condensed consolidated financial statements do not contain all of the footnote disclosures from the annual consolidated financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual financial statements for the fiscal year ended December 31, 2020. Restricted Cash Restricted cash consists of funds held in a restricted account for payment of upfront rental lease deposits and income tax withholdings to the Norwegian government, payable every other month. Private Warrants The Company evaluated the Private Warrants, which are discussed in Note 7 - Warrants, in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”. The Company concluded that the Private Warrants should be recorded as derivative liabilities on the condensed consolidated balance sheets and measured at fair value at the close of the Business Combination and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss in the period of change. Public Warrants The Company evaluated the Public Warrants, which are discussed in Note 7 - Warrants, in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”. The Company concluded that the Public Warrants would be equity classified at the close of the Business Combination. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination As discussed in Note 1 – Business and Basis of Presentation, on July 9, 2021, the Company completed the Business Combination. Immediately prior to the closing of the Business Combination, all outstanding redeemable preferred shares of FREYR Legacy were converted into ordinary shares of the Company. Upon the consummation of the Business Combination, each share of FREYR Legacy issued and outstanding was canceled and converted into the right to receive 0.179038 ordinary shares in the Company (the “Exchange Ratio”). Upon the closing of the Business Combination, the Company’s articles of association were amended and restated to, among other things, increase the total number of authorized shares to 245,000,000 shares without par value. In connection with the Business Combination, on January 29, 2021, Alussa and the Company entered into separate subscription agreements with a number of investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers, an aggregate of 60,000,000 ordinary shares (the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $600.0 million, in a private placement pursuant to the subscription agreements (the “PIPE Investment”). The PIPE Investment closed simultaneously with the consummation of the Business Combination. The Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Alussa was treated as the “acquired” company for financial reporting purposes. See Note 1 – Business and Basis of Presentation for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of the Company issuing shares for the net assets of Alussa, accompanied by a recapitalization. The net assets of Alussa were stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the Business Combination and PIPE Investment to the condensed consolidated statement of cash flows and the condensed consolidated statement of shareholders’ equity for the nine months ended September 30, 2021 (in thousands): Recapitalization Cash - Alussa trust and cash, net of redemptions $ 104,535 Cash - PIPE Investment 600,000 Less: Non-cash net liabilities assumed from Alussa (25,957 ) Less: Transaction costs (60,386 ) Net Business Combination and PIPE Investment 618,192 Add back: Non-cash net liabilities assumed from Alussa 25,957 Add: Accrued transaction costs 353 Net cash contribution from Business Combination and PIPE $ 644,502 The number of ordinary shares issued immediately following the consummation of the Business Combination: Number of Shares Alussa Class A ordinary shares, outstanding prior to Business Combination 28,750,000 Less: Redemption of Alussa Class A ordinary shares (18,439,168 ) Alussa Class A ordinary shares 10,310,832 Alussa Class B founder ordinary shares 7,187,500 Ordinary shares issued in PIPE Investment 60,000,000 Ordinary shares issued to FREYR Legacy preferred shareholders 1,489,500 Business Combination and PIPE Investment ordinary shares 78,987,832 FREYR Legacy ordinary shares (1) 37,452,359 Total ordinary shares immediately after Business Combination and PIPE Investment 116,440,191 (1) The number of FREYR Legacy ordinary shares was determined from the 209,196,827 of FREYR Legacy ordinary shares outstanding prior to the closing of the Business Combination converted at the exchange ratio of 0.179038. All fractional shares were rounded down. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 4. Property and Equipment Property and equipment consisted of the following (in thousands): As of As of 2021 2020 Construction in progress $ 4,903 $ - Office equipment 773 98 Less: Accumulated depreciation and amortization (69 ) (15 ) Less: Foreign currency translation effects (1 ) (3 ) Property and equipment, net $ 5,606 $ 80 |
Accrued liabilities
Accrued liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 5. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): As of As of 2021 2020 Accrued purchases $ 4,817 $ 690 Accrued payroll and payroll related expenses 4,191 518 Accrued share-based compensation expense - 460 Accrued other operating costs 278 485 Total accrued liabilities $ 9,286 $ 2,153 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies Commitments On December 1, 2020, the Company entered into a definitive licensing and services agreement effective December 15, 2020 with 24M to use its SemiSolid TM The Company entered into agreements with a public Norwegian university to fund professorships and research within the field of energy-efficient battery plants. Under the agreements, the Company has committed to pay NOK 0.7 million annually for four years for a total of NOK 2.8 million to fund the professorships and NOK 1.0 million annually for eight years for a total of NOK 8.0 million to fund the research. As of September 30, 2021, the Company’s remaining commitments were NOK 1.2 million ($0.1 million) and NOK 6.0 million ($0.7 million) to fund the professorships and research, respectively. All expenses related to these agreements are recognized as research and development costs within the condensed consolidated statements of operations and comprehensive loss. On January 23, 2020, the Company entered into an agreement with the Nordland county municipality related to the mobilization of the battery factory in Mo i Rana. Under the agreement, the Company has committed to pay NOK 0.5 million per year over three years beginning in 2020. As of September 30, 2021, the Company’s remaining commitment was NOK 0.5 million (less than $0.1 million). All expenses related to this agreement are recognized as general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss. Contingent Liabilities - Litigation The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. In the opinion of management, as of September 30, 2021, there was not at least a reasonable possibility the Company may have incurred a material loss with respect to loss contingencies for asserted legal and other claims. However, the outcome of litigation is inherently uncertain. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrants | 7. Warrants As of September 30, 2021, the Company has 24,625,000 warrants outstanding. As part of the Business Combination, as described in Note 3 – Business Combination, the 14,375,000 public warrants of Alussa were each exchanged for one public warrant in the Company (the “Public Warrants”) and the 10,250,000 private warrants of Alussa were each exchanged for one private warrant in the Company (the “Private Warrants”). The Public and Private Warrants (collectively, “Warrants”) are subject to the terms and conditions of the warrant agreement entered into between Alussa, Continental Stock Transfer & Trust Company and the Company (the “Amended and Restated Warrant Agreement”). The Warrants entitle the holder thereof to purchase one ordinary share of the Company at a price of $11.50 per share, subject to adjustments. The Warrants may be exercised for a whole number of ordinary shares of the Company. No fractional shares will be issued upon exercise of the Warrants. The Warrants will expire on July 9, 2026, or earlier upon redemption or liquidation. The Private Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor 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 the Company. The Company 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 the Company provides not less than 30 days’ prior written notice of redemption to each Public Warrant holder, and if, and only if, the reported last sales price of the Company’s ordinary shares 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 prior to the date on which the Company sends the notice of redemption to the Public Warrant holders. The Company determined that the Public Warrants are equity classified as they are indexed to the Company’s ordinary shares and qualify for classification within shareholders’ equity. As such, the Public Warrants are presented within additional paid-in capital on the condensed consolidated balance sheets herein. However, the Company determined that the Private Warrants are not considered indexed to the Company’s ordinary shares as the holder of the Private Warrants impacts the settlement amount and thus, they are liability classified. The Private Warrants are presented within warrant liability on the condensed consolidated balance sheets herein. See Note 8 – Fair Value Measurement for further details. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 8. Fair Value Measurement The following table sets forth, by level within the fair value hierarchy, the accounting of the Company’s financial assets and liabilities at fair value on a recurring basis according to the valuation techniques the Company uses to determine their fair value (in thousands): As of September 30, 2021 Level 1 Level 2 Level 3 Total Liabilities Warrant Liabilities $ - $ - $ 38,438 $ 38,438 Total fair value $ - $ - $ 38,438 $ 38,438 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Redeemable Preferred Shares $ - $ - $ 7,574 $ 7,574 Total fair value $ - $ - $ 7,574 $ 7,574 As of September 30, 2021 and December 31, 2020, the carrying value of all other financial assets and liabilities approximated their respective fair values. As of September 30, 2021 and December 31, 2020, the Company measured its Private Warrants and redeemable preferred shares, respectively, at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. The valuation of the Private Warrants and preferred shares used assumptions and estimates that the Company believed would be made by a market participant in making the same valuation. Changes in the fair value of the preferred shares related to updated assumptions and estimates were recognized as a redeemable preferred shares fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. Changes in the fair value of the Private Warrants related to updated assumptions and estimates were recognized as a warrant liability fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. Private Warrants The Private Warrants outstanding on September 30, 2021 were valued using the Black-Scholes option pricing model. No Private Warrants were outstanding on December 31, 2020 as they were issued by the Company as part of the Business Combination. See Note 7 – Warrants above for further detail. The Company’s use of the Black-Scholes option pricing model for the Private Warrants as of September 30, 2021 required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the U.S. Constant Maturity Treasury yield, which was commensurate with the contractual terms of the Private Warrants, which expire on the earlier of (i) five years after the completion of the Business Combination or July 9, 2026 and (ii) redemption or liquidation. An increase in the risk-free interest rate in isolation, would result in an increase in the fair value measurement of the Private Warrants and vice versa. ● The expected term was determined to be 4.78 years as of September 30, 2021, given the expiration of the Private Warrants as noted above. An increase in the expected term, in isolation, would result in an increase in the fair value measurement of the Private Warrants and vice versa. ● The expected volatility assumption was based on the implied volatility from a set of comparable publicly traded companies as determined based on the size and industry. An increase in expected volatility, in isolation, would result in an increase in the fair value measurement of the Private Warrants and vice versa. Using this approach, an exercise price of $11.50 and a share price of $9.87, the Company determined that the fair value of the Private Warrants was $38.4 million as of September 30, 2021. Preferred Shares The preferred shares outstanding on December 31, 2020 were valued using a scenario-based framework. No preferred shares were outstanding on September 30, 2021 as they were settled as part of the Business Combination. See Note 1 – Business and Basis of Presentation and Note 3 – Business Combination for further detail. Within each scenario, an income approach, specifically the discounted cash flow approach, was utilized based on the expected payoffs upon the conversion or redemption event, the estimated yield and the expected probability of occurrence, which management determined was a significant assumption. Using this approach, FREYR Legacy determined that the fair value of the redeemable preferred shares was $7.6 million as of December 31, 2020. FREYR Legacy noted that a change in the weighting of the expected forms of settlement would result in a change to the fair value ascribed to the redeemable preferred shares. See Note 9 – Redeemable Preferred Shares for further discussion. 2020 Convertible Notes During 2020, FREYR Legacy issued the 2020 Convertible Notes, of which seven were issued to third-party investors and two were issued to related parties. FREYR Legacy elected to apply the fair value option to the 2020 Convertible Notes at the time they were first recognized. On July 2, 2020 and July 8, 2020, the 2020 Convertible Notes were settled. Prior to settlement, the 2020 Convertible Notes were valued using a scenario-based framework. This analysis assumed two scenarios that were weighted based on the likelihood of occurrence, one in which a qualified financing event occurred and the other in which no qualified financing event occurred and the 2020 Convertible Notes were redeemed at maturity. Warrant Liability (Settled in 2020) On June 10, 2019, FREYR Legacy entered into an agreement with a third-party investor (the “Investment Agreement”) to issue warrants in exchange for the investor funding cash investments in tranches to support FREYR Legacy’s two battery projects for the period from the effective date of the agreement through September 30, 2021. The warrant liability was initially valued using a scenario-based framework that assumed varying levels of tranches of investments and the related equity valuation, which caused it to be classified as a Level 3 measurement within the fair value hierarchy. As of June 30, 2020, FREYR Legacy measured its warrant liability using the indicated transaction price for the private placement that was finalized shortly after period end. This change in the valuation methodology was a result of the availability of inputs corroborated by an observable market transaction, which caused it to be classified as a Level 2 measurement within the fair value hierarchy. As of September 30, 2020, and through settlement on November 23, 2020, FREYR Legacy measured the fair value of the warrant liability based on inputs corroborated by observable market transactions using the over-the-counter (“OTC”) trading price. The warrant liability was settled on November 23, 2020. The following table presents changes in the Level 3 instruments measured at fair value for the nine months ended September 30, 2021 and 2020, respectively (in thousands): For the nine months ended Private Warrants Redeemable preferred shares 2020 Convertible Notes Warrant liability Balance (beginning of period) $ - $ 7,574 $ - $ - Additions 27,265 7,500 - - Fair value measurement adjustments 11,173 (74 ) - - Settlements - (15,000 ) - - Balance (end of period) $ 38,438 $ - $ - $ - For the nine months ended Private Warrants Redeemable preferred shares 2020 Convertible Notes Warrant liability Balance (beginning of period) $ - $ - $ - $ 93 Additions - - 1,531 76 Accrued interest - - 33 - Fair value measurement adjustments - - 199 233 Foreign currency exchange effects - - 2 (6 ) Transfer to Level 2 - - - (396 ) Settlements - - (1,765 ) - Balance (end of period) $ - $ - $ - $ - |
Redeemable Preferred Shares
Redeemable Preferred Shares | 9 Months Ended |
Sep. 30, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Preferred Shares | 9. Redeemable Preferred Shares On November 11, 2020, 7,500,000 redeemable preferred shares were issued, each with a nominal value of NOK 0.01 per share for an aggregate subscription amount of NOK 71.5 million ($7.5 million) to two affiliates of Alussa in exchange for a cash contribution of $7.5 million (the “Preferred Share Preference Amount”). Concurrently, FREYR Legacy issued 92,500,000 warrants that were subscribed together with the preferred shares and considered an embedded feature as they were not separately exercisable. FREYR Legacy determined that the preferred shares and warrants should be considered a single financial instrument and recognized as a liability within the condensed consolidated balance sheets. As such, the liability was measured at fair value and was subsequently remeasured at each reporting date with changes being recorded as a redeemable preferred shares fair value adjustment within the condensed consolidated statements of operations and comprehensive loss. As of December 31, 2020, the fair value of the preferred shares and warrants was $7.6 million. See Note 8 – Fair Value Measurement for further information on the preferred shares and warrants. On February 16, 2021, an additional 7,500,000 redeemable preferred shares were issued, each with a nominal value of NOK 0.01 per share for an aggregate subscription amount of NOK 64.1 million ($7.5 million) to three affiliates of Alussa in exchange for a Preferred Share Preference Amount of $7.5 million. As part of the Business Combination and subsequent to the Norway Demerger, the FREYR Legacy preferred shares were repurchased by the Company at an adjusted Preferred Share Preference Amount of $14.9 million and the holders received 1,489,500 ordinary shares of the Company. No preferred shares exist as of September 30, 2021. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | 10. Shareholders’ Equity Ordinary Shares As of September 30, 2021, 245,000,000 ordinary shares without par value are authorized. Holders of ordinary shares are entitled to receive dividends when, as, and if, declared by the Company’s Board of Directors. As of September 30, 2021, the Company has not declared any dividends. The holder of each ordinary share is entitled to one vote per share. As of September 30, 2021, there are 116,440,191 ordinary shares outstanding. Employee Awards – 2019 Plan FREYR Legacy had an Incentive Stock Option Plan (the “2019 Plan”) issued on September 11, 2019. According to the 2019 Plan, options or warrants could be granted to eligible employees, and a total of 895,190 ordinary shares could be issued pursuant to the exercise of options and warrants granted. On December 1, 2020, the board of directors approved to increase the amount of ordinary shares to be issued under the 2019 Plan by 895,190 ordinary shares. Under the 2019 Plan, FREYR Legacy issued offer letters to 33 employees. Each offer letter provided a grant schedule including the number of options or warrants (“awards”) to be granted on each grant date, the vesting date and the exercise period. For 29 of the employees, the options or warrants were determined to be granted on a quarterly basis over a two-year period and could be exercised at the earliest three years and at the latest five years after the date of the first legal grant date. The options granted to three of FREYR Legacy’s executives were determined to vest based on service-based conditions for a portion of the awards and upon service-based conditions and the achievement of a liquidity-event-driven performance condition for the remainder of the awards. In the event of a change of control, defined as a corporate transaction involving 50% or more of the combined voting power of the equity interests in FREYR Legacy, the stock options and warrants and performance stock options and warrants already granted or earmarked for an employee’s first year of employment would vest immediately, given that the employee’s employment contract had not been terminated. In accordance with ASC 718, Stock-Based Compensation, the grant date should be the date at which an employer and an employee reach a mutual understanding of the key terms and conditions of a share-based payment award. In addition, individual awards that are subject to approval by the board of directors, management, or both are not deemed to be granted until all such approvals are obtained. On January 29, 2021, FREYR Legacy entered into the BCA, which was simultaneously approved by the board of directors. See Note 1 – Business and Basis of Presentation and Note 3 – Business Combination for further information on the BCA and related Business Combination. Pursuant to the BCA, the exercise prices for certain employee awards that were not previously known were established. As such, a grant date for accounting purposes was achieved for these employee awards as there was a mutual understanding of the terms and conditions. However, the board of directors did not have the requisite authorization to settle the equity awards in ordinary shares. As such, the employee awards were initially treated as cash-settled liability awards as of January 29, 2021. On February 16, 2021, the share settlement of the employee awards was approved by FREYR Legacy’s shareholders at an extraordinary general meeting, and as a result, the awards were reclassified from liability to equity. Furthermore, on February 16, 2021, FREYR Legacy’s share-based compensation liability of less than $0.1 million recognized in other long-term liabilities as of December 31, 2020 related to these employee awards was reclassified to equity. In addition to establishing a mutual understanding of the key terms and conditions for certain employee awards, the BCA also established a performance condition that would adjust the exercise price of certain options and warrants upon the close of the Business Combination. As such, prior to the Business Combination, the total cumulative share-based compensation expense recognized for the employee awards was based on the fair value of the awards estimated at the grant date for the condition or outcome that was actually satisfied, that is, the service-based condition or the liquidity-event-driven performance condition, which was previously determined to be improbable. As a result of the consummation of the Business Combination on July 9, 2021, the performance condition was met. As such, the employee awards vested immediately on July 9, 2021 in accordance with the BCA and share-based compensation was recognized by the Company for the remaining unrecognized fair value of the employee awards subject to the performance condition. Share-based compensation expense is recognized separately in general and administrative expense and research and development expense within the condensed consolidated statements of operations and comprehensive loss. Employee Awards – 2021 Plan The Company has a Long-Term Incentive Plan (the “2021 LTIP”) that was issued on July 9, 2021. According to the 2021 LTIP, at the discretion of the board of directors, but at least on an annual basis, stock options may be granted to eligible employees. As of September 30, 2021, the Company has issued offer letters to 65 employees under the 2021 LTIP. Each offer letter outlines the number of options granted on each grant date, the exercise price, and the vesting date. All options granted were determined to vest annually in equal thirds and can be exercised up to five years after the grant date. There are no performance requirements for vesting except that the share price must exceed the exercise price and the individual must remain employed. Under the 2021 LTIP, all unvested options will be accelerated and vest immediately upon occurrence of a change of control where more than 50% of the ownership of FREYR Battery comes under control of a shareholder group or group of shareholders acting together. The following table sets forth the activity relating to the employee options and warrants outstanding under the 2019 Plan and 2021 LTIP for the nine months ended September 30, 2021 (aggregate intrinsic value in thousands): Nine Months Ended September 30, 2021 Number Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value Awards outstanding at beginning of period 179,037 $ 0.99 4.75 $ 973 Awards granted 2,328,450 $ 7.32 4.72 $ 5,946 Awards outstanding at end of period 2,507,487 $ 6.79 4.38 $ 7,713 Awards exercisable at end of period 1,011,464 $ 2.81 3.96 $ 7,138 Assumptions used to determine the fair value of employee awards under the 2019 Plan using the Black-Scholes-Merton option pricing model are as follows: Nine Months Ended Range of Assumptions Grant date fair value per warrant or option $ 3.67 - $ 11.08 Valuation assumptions: - Expected term (years) 4.12 - 4.88 Expected volatility 45.50 % - 46.93 % Expected dividend yield 0.00 % - 0.00 % Risk-free interest rate -0.66 % - -0.58 % The expected option and warrant terms were calculated using the remaining contractual term as the employee awards were deeply in-the-money as of the valuation date. The expected volatilities were derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected terms of the share-based awards. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rates were based on the AAA-Rated Euro Area Central Government Bond Yields. Assumptions used to determine the fair value of employee options under the 2021 LTIP using a lattice option pricing model are as follows: Nine Months Ended Range of Assumptions Grant date fair value per option $ 3.26 - $ 3.41 Valuation assumptions: - Expected volatility 49.70 % - 50.80 % Expected dividend yield 0.00 % - 0.00 % Risk-free interest rate 0.78 % - 0.82 % As the awards were issued out-of-the-money, an assumption was made that the holders would choose to exercise when a certain exercise ratio was achieved of share price over exercise price, upon which the expected life was calculated. The expected volatilities were derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected terms of the share-based awards. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rates were based on the US Treasury Rates. The fair value of employee awards which vested during the three and nine months ended September 30, 2021 was $8.9 million. No options vested during the three and nine months ended September 30, 2020. Compensation expense recorded for the employee awards in general and administrative for the three and nine months ended September 30, 2021 was $6.6 million and $7.4 million, respectively. Compensation expense recorded for the employee awards in research and development for the three and nine months ended September 30, 2021 was $1.7 million. For the three and nine months ended September 30, 2020, compensation expense was $0.5 million. As of September 30, 2021, unrecognized compensation expense related to non-vested share-based compensation arrangements was $4.9 million. The expense is expected to be fully recognized over a period of 2.8 years. CEO Option Awards On June 16, 2021, the Chief Executive Officer (“CEO”) of FREYR Battery entered into a stock option agreement, as an appendix to an employment agreement, effective upon the consummation of the Business Combination. Under the stock option agreement, the CEO was awarded 850,000 options to acquire shares in FREYR Battery at an exercise price of $10.00 (the “CEO Option Awards”). The CEO Option Awards are subject to the board of directors’ assessment of the CEO’s performance pursuant to nine KPIs, which will occur during Q1 2022 and Q1 2023. The performance of each KPI will award the CEO with 1/9 of the maximum options. For each KPI, options that are confirmed in Q1 2022 will vest in equal thirds on December 31, 2022, September 30, 2023 and June 1, 2024. Options that are confirmed in Q1 2023 will vest in equal halves on September 30, 2023 and June 1, 2024. Failure to perform a KPI will reduce the maximum conditionally awarded options pro rata and preclude the KPI from subsequently being earned by the CEO. The CEO Option Awards were determined to be granted on July 13, 2021 and compensation cost will be recognized if and when the Company concludes that it is probable that the performance condition will be achieved. As of September 30, 2021, no compensation expense has been recognized for the three or nine months ended September 30, 2021. Nonemployee Awards – Related Party On March 1, 2019, FREYR Legacy entered into a consulting agreement with EDGE Global LLC (“EDGE”) for FREYR Legacy’s CEO and Chief Commercial Officer to be hired in to perform certain services related to leadership, technology selection and operational services (the “2019 EDGE Agreement”). Per the 2019 EDGE Agreement, FREYR Legacy agreed to issue 1,488,801 warrants to EDGE equaling 6.5% of the total outstanding shares of FREYR Legacy as of the effective date of the 2019 EDGE Agreement. On July 8, 2020, FREYR Legacy resolved to issue 1,488,801 warrants to EDGE under the 2019 EDGE Agreement upon the consummation of a New Capital Raise as defined in the 2019 EDGE Agreement. The warrants may be exercised at the latest of May 15, 2024. Each warrant shall give the right to subscribe for one new ordinary share of FREYR Legacy with a subscription price of $0.95 per share. On September 1, 2020, FREYR Legacy amended the 2019 EDGE Agreement, effective as of July 1, 2020 (the “2020 EDGE Agreement”). This amendment extended the term of the 2019 EDGE Agreement to December 31, 2021, and also set forth the new terms and conditions governing EDGE’s engagement with FREYR Legacy. Under the 2020 EDGE Agreement, FREYR Legacy agreed to issue 687,191 warrants to EDGE. The warrants will vest over an eighteen-month graded vesting period and expire on September 30, 2025. Each warrant provided the right to subscribe for one new ordinary share of FREYR Legacy with a subscription price of $0.99 per share. On September 25, 2020, the board approved the modification of the subscription price to be $1.22 per share. On October 6, 2020, the issuance of warrants was approved by FREYR Legacy’s shareholders at the extraordinary general meeting reclassifying the award from a liability to equity after which the fair value of the award was no longer remeasured. Upon the consummation of the Business Combination, all unvested awards vested immediately. The following table sets forth the activity relating to warrants outstanding for the nine months ended September 30, 2021 (aggregate intrinsic value in thousands): Nine Months Ended September 30, 2021 Number Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value Warrants outstanding at beginning of period 2,176,081 $ 1.04 3.81 $ 11,724 Warrants granted - $ - - $ - Warrants outstanding at end of period 2,176,081 $ 1.04 3.06 $ 19,224 Warrants exercisable at end of period 2,176,081 $ 1.04 3.06 $ 19,224 Assumptions used to determine the fair value of warrants under the EDGE Agreements using the Black-Scholes-Merton option pricing model are as follows: July 8, October 6, Grant date fair value per warrant $ 0.28 $ 0.39 Valuation assumptions: Expected term (years) 4.00 2.80 Expected volatility 43.29 % 43.10 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate -0.65 % -0.71 % The expected term was calculated using the simplified method based on the warrants vesting term and contractual terms as there was not sufficient relevant historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The expected volatility was derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the share-based grants. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rate was based on the AAA-Rated Euro Area Central Government Bond Yields. The fair value of warrants related to the EDGE Agreement which vested during the three and nine months ended September 30, 2021 was $0.1 million and $0.2 million, respectively. For the three and nine months ended September 30, 2020, the fair value of warrants which vested was less than $0.1 million. Compensation expense recorded for the three and nine months ended September 30, 2021 for the warrants was $0.1 million and $0.2 million, respectively. For the three and nine months ended September 30, 2020, compensation expense was less than $0.1 million. As of September 30, 2021, all compensation expense for the warrants was recognized. Nonemployee Awards On December 4, 2020, FREYR Legacy entered into an agreement with a third-party service provider for its support in initiating and enabling high-level discussions with Japanese technology providers with the purpose of entering into license agreements. In accordance with the agreement, FREYR Legacy planned to issue 413,313 warrants as payment-in-kind. Per the agreement, the warrants vest immediately and may be exercised at any time with the latest being September 30, 2023. As of December 31, 2020, as the warrants had yet to be approved by the shareholders, they were treated as cash-settled liability awards. Until the share issuance is approved by the shareholders, the third-party service provider retains a put option to demand cash payment in the amount of EUR 0.4 million ($0.4 million), which was recognized as accrued share-based compensation expense within accrued liabilities in FREYR Legacy’s condensed consolidated balance sheet as of December 31, 2020. On February 16, 2021, FREYR Legacy’s shareholders resolved to issue the 413,313 warrants with an exercise price of NOK 0.01. On March 8, 2021, the warrants were subscribed for by the third-party service provider, and as the put option was no longer in the control of the third-party service provider, the warrants were reclassified from liability to equity and remeasured to the fair value on the date of subscription. As part of this reclassification, the share-based compensation liability of $0.5 million recognized in accrued liabilities as of December 31, 2020 was reclassified to equity. There was no warrant activity for the nine months ended September 30, 2021. Assumptions used to determine the fair value of warrants using the Black-Scholes-Merton option pricing model are as follows: March 8, Grant date fair value per warrant $ 10.17 Valuation assumptions: Expected term (years) 3.00 Expected volatility 49.80 % Expected dividend yield 0.00 % Risk-free interest rate -0.66 % The expected term is the contractual term per the agreement between the Company and the third-party service provider. The expected volatility was derived from the average historical daily stock volatilities of a peer group of public companies that the Company considers to be comparable to its business over a period equivalent to the expected term of the options. The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Consequently, the expected dividend yield used is zero. The risk-free interest rate was based on the AAA-Rated Euro Area Central Government Bond Yields, as well as the US Treasury Rates. The fair value of the warrants issued to the third-party service provider which vested during the nine months ended September 30, 2021 was $4.2 million. No warrants vested during the three months ended September 30, 2021 nor the three or nine months ended September 30, 2020. Compensation expense recorded for the three and nine months ended September 30, 2021 for the warrants was nil and $3.7 million, respectively. As of September 30, 2021, all compensation expense was recognized related to the share-based compensation arrangement. There was no compensation expense recorded for the three and nine months ended September 30, 2020. |
Government Grants
Government Grants | 9 Months Ended |
Sep. 30, 2021 | |
Government Grants Disclosure [Abstract] | |
Government Grants | 11. Government Grants On February 10, 2021, the Company was awarded a grant for research, development and innovation in battery cell technology. The grant was awarded to assist with the costs incurred associated with employees and staff, contract research and consultants, overhead and operating expenses and purchased research and development. The grant will be paid out over a period of two years. During the three months ended June 30, 2021, an initial grant was made for 50% of the expected grant for 2021. The Company will be required to submit annual expense reports with supporting documentation of costs incurred that must be approved before payment. The grant will cover up to 70% of total expected project costs with 75% being granted upon receipt of the annual expense report and the remaining 25% being paid upon the approval of the final project report and third-party attestation. Although a payment of the initial grant has been received, support for the related expenses will not be approved until the submission of the first annual expense report. As such, as of September 30, 2021, the Company recognized less than $0.1 million as deferred income in the condensed consolidated balance sheet. On February 12, 2021, the Company was awarded a grant for research, development and innovation in environmental technology. The grant was awarded to assist with the costs incurred associated with employees and staff, contract research and consultants, overhead and operating expenses and intellectual property, patents and licenses. The grant is paid out in three installments based on meeting certain milestones in the agreement, in which the last milestone is payable after the final project report is approved. The grant is subject to meeting certain business size thresholds and conditions, such as documenting and supporting costs incurred, obtaining a third-party attestation of the Company’s related records and implementing policies that demonstrate good corporate governance. For the portion of any grant received for which costs have not yet been either incurred or supported through the appropriate documentation, the Company recognizes deferred income in the condensed consolidated balance sheets. The first milestone of 30% and second milestone of 50% were met during the three months ended March 31, 2021 and three months ended June 30, 2021, respectively, and payment was received. However, as of September 30, 2021, the appropriate documentation of the financing of project costs and third-party attestation had only occurred for the second milestone. As such, as of September 30, 2021, the Company recognized $1.3 million as deferred income within the condensed consolidated balance sheet. For the three and nine months ended September 30, 2021, nil and $2.3 million was recognized as other income within the condensed consolidated statements of operations and comprehensive loss. On March 1, 2021, the Company was awarded a grant for the development and construction of the pilot plant in Mo i Rana, Norway. The grant was awarded to assist with the costs incurred associated with payroll, rent and depreciation, research and development costs, costs directly related to the production of the pilot plant and other operating expenses. The grant is paid in arrears upon request based on progress and accounting reports with the last milestone becoming payable after the final project report is approved. The grant is subject to achieving successful financing of the pilot plant and other conditions, such as documenting and supporting costs incurred and obtaining a third-party attestation of the Company’s related records. As of September 30, 2021, the Company had not yet satisfied the requirements and thus has not reduced the carrying amount of the pilot plant by any grant amount. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The provision for income taxes is recorded at the end of each interim period based on the Company’s best estimate of its effective income tax rate expected to be applicable for the full fiscal year. There is no provision for income taxes because the Company has incurred operating losses since inception. The Company’s effective income tax rate was 0% for the three and nine months ended September 30, 2021 and 2020 as the Company continues to maintain a valuation allowance against its deferred tax assets. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions EDGE Agreements The 2019 EDGE Agreement provided that FREYR Legacy shall pay EDGE a monthly retainer fee. See Note 10 – Shareholders’ Equity for further discussion on the warrants agreements between FREYR Legacy and EDGE. Furthermore, the FREYR Legacy agreed to make certain milestone payments to EDGE based on the closing of certain additional financing rounds as defined within the 2019 EDGE Agreement. The 2019 EDGE Agreement was superseded on September 1, 2020 by the 2020 EDGE Agreement which extended the term of the 2019 EDGE agreement to December 31, 2021 and set forth the new terms and conditions governing EDGE’s engagement with FREYR Legacy. On January 18, 2021, the board resolved to terminate the 2020 EDGE Agreement and enter into an employment contract with the continuing CEO and a consulting contract with the prior Chief Commercial Officer, subject to the closing of the Business Combination. See below for further detail on the consulting agreement with the prior Chief Commercial Officer. Pursuant to the termination, EDGE will no longer be eligible to participate in the Company’s targeted management bonus pool. The expenses incurred in relation to the consulting services provided for the three and nine months ended September 30, 2021 were $4.0 million and $4.3 million, respectively, and $0.2 million and $0.4 million for the three and nine months ended September 30, 2020, respectively. These expenses are recognized as general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss. The unpaid amount of nil Consulting Agreement Concurrent with the consummation of the Business Combination, the Company entered into an agreement with the prior Chief Commercial Officer and current member of the board of directors to provide consulting services to the Company. Per the consulting agreement, the consultant will provide services related to scaling sustainable energy storage, as well as any other services requested by the Company, for a term of three years. During this term, the Company will pay the consultant an annual fee of $0.4 million. Per the agreement, the consultant is also entitled to participate in the Company’s benefit plans made available to senior executives of the Company. The expenses incurred in relation to the consulting services provided for the three and nine months ended September 30, 2021 were $0.1 million. These expenses are recognized as general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss. The unpaid amount of less than $0.1 million and nil Metier In 2020, FREYR Legacy entered into a framework agreement with Metier OEC, which provides for consulting services. The CEO of Metier OEC is the brother of the current Executive Vice President Projects of the Company. The expenses incurred in relation to the consulting services provided for the three and nine months ended September 30, 2021 were $1.1 million and $3.5 million, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2020, respectively. These expenses are recognized as general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss. The unpaid amount of $0.9 million and $0.3 million was recognized in accounts payable and accrued liabilities — related party as of September 30, 2021 and December 31, 2020, respectively. Convertible Debt During the nine months ended September 30, 2020, the Company issued 2020 Convertible Notes to two related parties. See Note 8 – Fair Value Measurement for further discussion. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 14. Net Loss Per Share The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to ordinary shareholders for the three and nine months ended September 30, 2021 and 2020 (amounts in thousands, except share and per share amounts): For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to ordinary shareholders - basic and diluted $ (45,419 ) $ (2,469 ) $ (65,342 ) $ (4,384 ) Denominator: Weighted average ordinary shares outstanding - basic and diluted 108,713,120 32,975,533 61,466,975 25,321,078 Net loss per ordinary share: Basic and diluted $ (0.42 ) $ (0.07 ) $ (1.06 ) $ (0.17 ) The following table discloses the outstanding securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share as the impact would be anti-dilutive: As of September 30, 2021 2020 EDGE warrants 2,176,081 2,176,081 Other nonemployee warrants 413,313 - Employee options 3,196,391 179,037 Employee warrants 161,096 - Warrant liability - 3,992,792 Private Warrants 10,250,000 - Public Warrants 14,375,000 - Total 30,571,881 6,347,910 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events On October 8, 2021, the Company formed a joint venture with Koch Strategic Platforms (“KSP”) with a 50%/50% ownership structure. The joint venture has been formed to advance the development of clean battery cell manufacturing in the United States. The joint venture has secured a license from 24M to deploy 24M’s SemiSolid TM |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | 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. On an ongoing basis, the Company evaluates its estimates, including those related to the valuation of its warrant liability, among others. The Company bases these estimates on historical experiences and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates. |
Unaudited Condensed Consolidated Financial Statements | Unaudited Condensed Consolidated Financial Statements The accompanying interim condensed consolidated balance sheet as of September 30, 2021, the interim condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2021 and 2020, the interim condensed consolidated statements of shareholders’ equity for the nine months ended September 30, 2021 and 2020, and the interim condensed consolidated statements of cash flows for the nine months ended September 30, 2021 and 2020, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments necessary for the fair statement of the Company’s condensed consolidated financial statements for the periods presented. The financial data and other financial information disclosed in the notes to these condensed consolidated financial statements related to the three-month and nine-month periods are also unaudited. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year or any other period. Although the consolidated balance sheet as of December 31, 2020 was derived from the audited annual consolidated financial statements as of December 31, 2020, these interim condensed consolidated financial statements do not contain all of the footnote disclosures from the annual consolidated financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s annual financial statements for the fiscal year ended December 31, 2020. |
Restricted Cash | Restricted Cash Restricted cash consists of funds held in a restricted account for payment of upfront rental lease deposits and income tax withholdings to the Norwegian government, payable every other month. |
Private Warrants | Private Warrants The Company evaluated the Private Warrants, which are discussed in Note 7 - Warrants, in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”. The Company concluded that the Private Warrants should be recorded as derivative liabilities on the condensed consolidated balance sheets and measured at fair value at the close of the Business Combination and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the condensed consolidated statements of operations and comprehensive loss in the period of change. |
Public Warrants | Public Warrants The Company evaluated the Public Warrants, which are discussed in Note 7 - Warrants, in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”. The Company concluded that the Public Warrants would be equity classified at the close of the Business Combination. |
Business Combination (Tables)
Business Combination (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of reconciles the elements of the Business Combination and PIPE Investment | Recapitalization Cash - Alussa trust and cash, net of redemptions $ 104,535 Cash - PIPE Investment 600,000 Less: Non-cash net liabilities assumed from Alussa (25,957 ) Less: Transaction costs (60,386 ) Net Business Combination and PIPE Investment 618,192 Add back: Non-cash net liabilities assumed from Alussa 25,957 Add: Accrued transaction costs 353 Net cash contribution from Business Combination and PIPE $ 644,502 |
schedule of number of ordinary shares issued following the consummation of the Business Combination | Number of Shares Alussa Class A ordinary shares, outstanding prior to Business Combination 28,750,000 Less: Redemption of Alussa Class A ordinary shares (18,439,168 ) Alussa Class A ordinary shares 10,310,832 Alussa Class B founder ordinary shares 7,187,500 Ordinary shares issued in PIPE Investment 60,000,000 Ordinary shares issued to FREYR Legacy preferred shareholders 1,489,500 Business Combination and PIPE Investment ordinary shares 78,987,832 FREYR Legacy ordinary shares (1) 37,452,359 Total ordinary shares immediately after Business Combination and PIPE Investment 116,440,191 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and equipment | As of As of 2021 2020 Construction in progress $ 4,903 $ - Office equipment 773 98 Less: Accumulated depreciation and amortization (69 ) (15 ) Less: Foreign currency translation effects (1 ) (3 ) Property and equipment, net $ 5,606 $ 80 |
Accrued liabilities (Tables)
Accrued liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | As of As of 2021 2020 Accrued purchases $ 4,817 $ 690 Accrued payroll and payroll related expenses 4,191 518 Accrued share-based compensation expense - 460 Accrued other operating costs 278 485 Total accrued liabilities $ 9,286 $ 2,153 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities at fair value on a recurring basis | As of September 30, 2021 Level 1 Level 2 Level 3 Total Liabilities Warrant Liabilities $ - $ - $ 38,438 $ 38,438 Total fair value $ - $ - $ 38,438 $ 38,438 As of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities Redeemable Preferred Shares $ - $ - $ 7,574 $ 7,574 Total fair value $ - $ - $ 7,574 $ 7,574 |
Schedule of changes in the Level 3 warrant liability measured at fair value | For the nine months ended Private Warrants Redeemable preferred shares 2020 Convertible Notes Warrant liability Balance (beginning of period) $ - $ 7,574 $ - $ - Additions 27,265 7,500 - - Fair value measurement adjustments 11,173 (74 ) - - Settlements - (15,000 ) - - Balance (end of period) $ 38,438 $ - $ - $ - For the nine months ended Private Warrants Redeemable preferred shares 2020 Convertible Notes Warrant liability Balance (beginning of period) $ - $ - $ - $ 93 Additions - - 1,531 76 Accrued interest - - 33 - Fair value measurement adjustments - - 199 233 Foreign currency exchange effects - - 2 (6 ) Transfer to Level 2 - - - (396 ) Settlements - - (1,765 ) - Balance (end of period) $ - $ - $ - $ - |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of options and warrants outstanding | Nine Months Ended September 30, 2021 Number Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value Awards outstanding at beginning of period 179,037 $ 0.99 4.75 $ 973 Awards granted 2,328,450 $ 7.32 4.72 $ 5,946 Awards outstanding at end of period 2,507,487 $ 6.79 4.38 $ 7,713 Awards exercisable at end of period 1,011,464 $ 2.81 3.96 $ 7,138 Nine Months Ended September 30, 2021 Number Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value Warrants outstanding at beginning of period 2,176,081 $ 1.04 3.81 $ 11,724 Warrants granted - $ - - $ - Warrants outstanding at end of period 2,176,081 $ 1.04 3.06 $ 19,224 Warrants exercisable at end of period 2,176,081 $ 1.04 3.06 $ 19,224 |
Schedule of fair value of employee options under the 2021 LTIP using a lattice option pricing model | Nine Months Ended Range of Assumptions Grant date fair value per warrant or option $ 3.67 - $ 11.08 Valuation assumptions: - Expected term (years) 4.12 - 4.88 Expected volatility 45.50 % - 46.93 % Expected dividend yield 0.00 % - 0.00 % Risk-free interest rate -0.66 % - -0.58 % |
Schedule of fair value of employee options under the 2021 LTIP using a lattice option pricing model | Nine Months Ended Range of Assumptions Grant date fair value per option $ 3.26 - $ 3.41 Valuation assumptions: - Expected volatility 49.70 % - 50.80 % Expected dividend yield 0.00 % - 0.00 % Risk-free interest rate 0.78 % - 0.82 % |
Schedule of fair value of warrants under the EDGE Agreements using the Black-Scholes-Merton option | July 8, October 6, Grant date fair value per warrant $ 0.28 $ 0.39 Valuation assumptions: Expected term (years) 4.00 2.80 Expected volatility 43.29 % 43.10 % Expected dividend yield 0.00 % 0.00 % Risk-free interest rate -0.65 % -0.71 % March 8, Grant date fair value per warrant $ 10.17 Valuation assumptions: Expected term (years) 3.00 Expected volatility 49.80 % Expected dividend yield 0.00 % Risk-free interest rate -0.66 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share attributable to ordinary shareholders | For the three months ended September 30, For the nine months ended September 30, 2021 2020 2021 2020 Numerator: Net loss attributable to ordinary shareholders - basic and diluted $ (45,419 ) $ (2,469 ) $ (65,342 ) $ (4,384 ) Denominator: Weighted average ordinary shares outstanding - basic and diluted 108,713,120 32,975,533 61,466,975 25,321,078 Net loss per ordinary share: Basic and diluted $ (0.42 ) $ (0.07 ) $ (1.06 ) $ (0.17 ) |
Schedule of diluted net loss per share as the impact would be anti-dilutive | As of September 30, 2021 2020 EDGE warrants 2,176,081 2,176,081 Other nonemployee warrants 413,313 - Employee options 3,196,391 179,037 Employee warrants 161,096 - Warrant liability - 3,992,792 Private Warrants 10,250,000 - Public Warrants 14,375,000 - Total 30,571,881 6,347,910 |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended |
Jan. 29, 2021 | Sep. 30, 2021 | |
Business Combination (Details) [Line Items] | ||
Authorized shares | 245,000,000 | |
Business combination converted description | (1)The number of FREYR Legacy ordinary shares was determined from the 209,196,827 of FREYR Legacy ordinary shares outstanding prior to the closing of the Business Combination converted at the exchange ratio of 0.179038. | |
Business combination [Member] | ||
Business Combination (Details) [Line Items] | ||
Business combination description | Upon the consummation of the Business Combination, each share of FREYR Legacy issued and outstanding was canceled and converted into the right to receive 0.179038 ordinary shares in the Company (the “Exchange Ratio”). | |
PIPE Shares [Member] | ||
Business Combination (Details) [Line Items] | ||
Aggregate of ordinary shares | 60,000,000 | |
Purchase price (in Dollars per share) | $ 10 | |
FREYR AS [Member] | ||
Business Combination (Details) [Line Items] | ||
Aggregate of ordinary shares | 209,196,827 | |
Private Placement [Member] | ||
Business Combination (Details) [Line Items] | ||
Aggregate purchase price (in Dollars) | $ 600 |
Business Combination (Details)
Business Combination (Details) - Schedule of reconciles the elements of the Business Combination and PIPE Investment $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of reconciles the elements of the Business Combination and PIPE Investment [Abstract] | |
Cash - Alussa trust and cash, net of redemptions | $ 104,535 |
Cash - PIPE Investment | 600,000 |
Less: Non-cash net liabilities assumed from Alussa | (25,957) |
Less: Transaction costs | (60,386) |
Net Business Combination and PIPE Investment | 618,192 |
Add back: Non-cash net liabilities assumed from Alussa | 25,957 |
Add: Accrued transaction costs | 353 |
Net cash contribution from Business Combination and PIPE | $ 644,502 |
Business Combination (Details_2
Business Combination (Details) - schedule of number of ordinary shares issued following the consummation of the Business Combination | 9 Months Ended | |
Sep. 30, 2021shares | ||
schedule of number of ordinary shares issued following the consummation of the Business Combination [Abstract] | ||
Alussa Class A ordinary shares, outstanding prior to Business Combination | 28,750,000 | |
Less: Redemption of Alussa Class A ordinary shares | (18,439,168) | |
Alussa Class A ordinary shares | 10,310,832 | |
Alussa Class B founder ordinary shares | 7,187,500 | |
Ordinary shares issued in PIPE Investment | 60,000,000 | |
Ordinary shares issued to FREYR Legacy preferred shareholders | 1,489,500 | |
Business Combination and PIPE Investment ordinary shares | 78,987,832 | |
FREYR Legacy ordinary shares | 37,452,359 | [1] |
Total ordinary shares immediately after Business Combination and PIPE Investment | 116,440,191 | |
[1] | The number of FREYR Legacy ordinary shares was determined from the 209,196,827 of FREYR Legacy ordinary shares outstanding prior to the closing of the Business Combination converted at the exchange ratio of 0.179038. All fractional shares were rounded down. |
Property and Equipment (Details
Property and Equipment (Details) - Schedule of Property and equipment - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Property and equipment [Abstract] | ||
Construction in progress | $ 4,903 | |
Office equipment | 773 | 98 |
Less: Accumulated depreciation and amortization | (69) | (15) |
Less: Foreign currency translation effects | (1) | (3) |
Property and equipment, net | $ 5,606 | $ 80 |
Accrued liabilities (Details) -
Accrued liabilities (Details) - Schedule of Accrued Liabilities - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of Accrued Liabilities [Abstract] | ||
Accrued purchases | $ 4,817 | $ 690 |
Accrued payroll and payroll related expenses | 4,191 | 518 |
Accrued share-based compensation expense | 460 | |
Accrued other operating costs | 278 | 485 |
Total accrued liabilities | $ 9,286 | $ 2,153 |
Commitments and Contingencies (
Commitments and Contingencies (Details) kr in Millions, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 23, 2020NOK (kr) | Sep. 30, 2021USD ($) | Sep. 30, 2021NOK (kr) | Dec. 31, 2020USD ($) | Sep. 30, 2021NOK (kr) | Jul. 27, 2021USD ($) | Jan. 12, 2021USD ($) | Dec. 18, 2020USD ($) | |
24M [Member] | Definitive licensing and services agreement [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Commitment amount | $ 20 | |||||||
Commitment amount paid during the year | $ 0.7 | |||||||
Commitment recognized over straight line basis | 19.3 | |||||||
Accrued related | $ 0.3 | 0.4 | ||||||
Commitment amount to be paid in next seven months | $ 2.5 | $ 2.5 | ||||||
Commitment amount to be paid in next twelve months | 14.3 | |||||||
Minimum annual royalty payments | $ 3 | |||||||
Professorships [Member] | Norwegian university [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Commitment Annual Amount (in Krone) | kr | kr 0.7 | |||||||
Commitments outstanding | $ 0.1 | kr 1.2 | ||||||
Professorships [Member] | Norwegian university [Member] | Definitive licensing and services agreement [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Commitment amount | kr | 2.8 | |||||||
Commitments term | 4 years | 4 years | ||||||
Research [Member] | Norwegian university [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Commitment amount | kr | 8 | |||||||
Commitment Annual Amount (in Krone) | kr | kr 1 | |||||||
Commitments term | 8 years | 8 years | ||||||
Commitments outstanding | $ 0.7 | 6 | ||||||
Mobilization of battery factory [Member] | Nordland county municipality [Member] | ||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||
Commitment Annual Amount (in Krone) | kr | kr 0.5 | |||||||
Commitments term | 3 years | |||||||
Commitments outstanding | $ 0.1 | kr 0.5 |
Warrants (Details)
Warrants (Details) | Sep. 30, 2021$ / sharesshares | Feb. 16, 2021kr / shares |
Warrants (Details) [Line Items] | ||
Warrant outstanding | 24,625,000 | |
Warrants exchanged | 14,375,000 | |
Public Warrant per share | (per share) | $ 11.5 | kr 0.01 |
Per share | $ / shares | $ 18 | |
Public Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Private warrants | 10,250,000 | |
Public Warrants [Member] | ||
Warrants (Details) [Line Items] | ||
Public Warrant per share | $ / shares | $ 0.01 |
Fair Value Measurement (Details
Fair Value Measurement (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | |
Dec. 31, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | |
Fair Value Measurement (Details) [Line Items] | |||
Risk-free interest, description | (i) five years after the completion of the Business Combination or July 9, 2026 and (ii) redemption or liquidation. An increase in the risk-free interest rate in isolation, would result in an increase in the fair value measurement of the Private Warrants and vice versa. | ||
Expected term | 4 years 9 months 10 days | ||
Fair value of the Private Warrants | $ 11,173 | $ 575 | |
Fair value of the redeemable preferred shares | $ 7,574 | ||
Number of debt instruments issued | 7 | ||
Number of battery projects | 2 | ||
Private Warrants [Member] | |||
Fair Value Measurement (Details) [Line Items] | |||
Exercise price | $ / shares | $ 11.5 | ||
Share price | $ / shares | $ 9.87 | ||
Fair value of the Private Warrants | $ 38,400 | ||
Redeemable Preferred Stock [Member] | |||
Fair Value Measurement (Details) [Line Items] | |||
Fair value of the redeemable preferred shares | $ 7,600 |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details) - Schedule of financial assets and liabilities at fair value on a recurring basis - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities | ||
Warrant Liabilities | $ 38,438 | |
Total fair value | 38,438 | $ 7,574 |
Liabilities | ||
Redeemable Preferred Shares | 7,574 | |
Level 1 [Member] | ||
Liabilities | ||
Warrant Liabilities | ||
Total fair value | ||
Liabilities | ||
Redeemable Preferred Shares | ||
Level 2 [Member] | ||
Liabilities | ||
Warrant Liabilities | ||
Total fair value | ||
Liabilities | ||
Redeemable Preferred Shares | ||
Level 3 [Member] | ||
Liabilities | ||
Warrant Liabilities | 38,438 | |
Total fair value | $ 38,438 | 7,574 |
Liabilities | ||
Redeemable Preferred Shares | $ 7,574 |
Fair Value Measurement (Detai_3
Fair Value Measurement (Details) - Schedule of changes in the Level 3 warrant liability measured at fair value - Level 3 [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Private Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance (beginning of period) | ||
Additions | 27,265 | |
Accrued interest | ||
Fair value measurement adjustments | 11,173 | |
Foreign currency exchange effects | ||
Transfer to Level 2 | ||
Settlements | ||
Balance (end of period) | 38,438 | |
Redeemable Preferred Shares [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance (beginning of period) | 7,574 | |
Additions | 7,500 | |
Accrued interest | ||
Fair value measurement adjustments | (74) | |
Foreign currency exchange effects | ||
Transfer to Level 2 | ||
Settlements | (15,000) | |
Balance (end of period) | ||
2020 Convertible Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance (beginning of period) | ||
Additions | 1,531 | |
Accrued interest | 33 | |
Fair value measurement adjustments | 199 | |
Foreign currency exchange effects | 2 | |
Transfer to Level 2 | ||
Settlements | (1,765) | |
Balance (end of period) | ||
Warrant Liability [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance (beginning of period) | 93 | |
Additions | 76 | |
Accrued interest | ||
Fair value measurement adjustments | 233 | |
Foreign currency exchange effects | (6) | |
Transfer to Level 2 | (396) | |
Settlements | ||
Balance (end of period) |
Redeemable Preferred Shares (De
Redeemable Preferred Shares (Details) kr / shares in Units, kr in Millions | Nov. 11, 2020USD ($)shares | Feb. 16, 2021USD ($)shares | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Feb. 16, 2021NOK (kr)kr / sharesshares | Nov. 11, 2020NOK (kr)kr / sharesshares |
Temporary Equity Disclosure [Abstract] | ||||||
Redeemable preferred shares, issued (in Shares) | shares | 7,500,000 | 7,500,000 | 7,500,000 | 7,500,000 | ||
Redeemable preferred shares, par value (in Krone per share) | kr / shares | kr 0.01 | kr 0.01 | ||||
Aggregate subscription amount | $ 7,500,000 | $ 7,500,000 | kr 64.1 | kr 71.5 | ||
Number of affiliates of Alussa to which redeemable preferred shares issued | 2 | 3 | ||||
Cash Contribution | $ 7,500,000 | |||||
Number of warrants Issued (in Shares) | shares | 92,500,000 | |||||
Preferred shares and warrants | $ 7,500,000 | $ 7,600,000 | ||||
Adjusted Preferred Share Preference Amount | $ 14,900,000 | |||||
Holders received ordinary shares | $ 1,489,500 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, € in Millions, $ in Millions | Feb. 16, 2021USD ($) | Dec. 04, 2020shares | Dec. 01, 2020shares | Sep. 01, 2020$ / sharesshares | Jul. 08, 2020shares | Mar. 01, 2019$ / sharesshares | Jun. 16, 2021$ / sharesshares | Feb. 16, 2021kr / sharesshares | Sep. 25, 2020$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | Sep. 11, 2019shares |
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||
Ordinary shares authorized (in Shares) | shares | 245,000,000 | 245,000,000 | ||||||||||||||
Ordinary shares outstanding (in Shares) | shares | 116,440,191 | 116,440,191 | ||||||||||||||
Exercise of options and warrants granted (in Shares) | shares | 895,190 | |||||||||||||||
Corporate transaction | 50.00% | |||||||||||||||
Share-based compensation liability | $ 0.1 | $ 0.5 | ||||||||||||||
Fair value of employee awards | $ 8.9 | 8.9 | ||||||||||||||
Compensation expense | $ 0.5 | 7.4 | $ 0.5 | |||||||||||||
Unrecognized compensation expense | 4.9 | $ 4.9 | ||||||||||||||
Expense expected to be recognized | 2 years 9 months 18 days | |||||||||||||||
Awarded options to acquire shares (in Shares) | shares | 850,000 | |||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 10 | |||||||||||||||
Issued Warrants (in Shares) | shares | 687,191 | 1,488,801 | ||||||||||||||
Outstanding shares percentage | 6.50% | |||||||||||||||
Resolved to issued warrants (in Shares) | shares | 1,488,801 | 413,313 | ||||||||||||||
Subscription price per share (in Dollars per share) | $ / shares | $ 0.99 | $ 0.95 | $ 1.22 | |||||||||||||
Fair value of warrants | $ 0.1 | 0.1 | $ 0.2 | 0.1 | ||||||||||||
Planned to issue warrants (in Shares) | shares | 413,313 | |||||||||||||||
Repayments of Other Debt | $ 0.4 | € 0.4 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Krone per share) | (per share) | kr 0.01 | $ 11.5 | $ 11.5 | |||||||||||||
Third Party [Member] | ||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||
Compensation expense | $ 3.7 | $ 3.7 | ||||||||||||||
Fair value of warrants | 4.2 | |||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||
Compensation expense | 6.6 | |||||||||||||||
Research and Development Expense [Member] | ||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||
Compensation expense | 1.7 | 1.7 | ||||||||||||||
Warrant [Member] | ||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||
Compensation expense | $ 0.2 | $ 0.1 | $ 0.1 | $ 0.1 | ||||||||||||
2019 Plan | FREYR AS [Member] | ||||||||||||||||
Shareholders' Equity (Details) [Line Items] | ||||||||||||||||
Number of additional shares authorized (in Shares) | shares | 895,190 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Schedule of options and warrants outstanding $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Shareholders' Equity (Details) - Schedule of options and warrants outstanding [Line Items] | |
Number Awards outstanding at beginning of period | shares | 179,037 |
Weighted average exercise price Awards outstanding at beginning of period | $ / shares | $ 0.99 |
Weighted average remaining contractual life Awards outstanding at beginning of period | 4 years 9 months |
Aggregate intrinsic value Awards outstanding at beginning of period | $ | $ 973 |
Number Awards granted | shares | 2,328,450 |
Weighted average exercise price Awards granted | $ / shares | $ 7.32 |
Weighted average remaining contractual life Awards granted | 4 years 8 months 19 days |
Aggregate intrinsic value Awards granted | $ | $ 5,946 |
Number Awards outstanding at end of period | shares | 2,507,487 |
Weighted average exercise price Awards outstanding at end of period | $ / shares | $ 6.79 |
Weighted average remaining contractual life Awards outstanding at end of period | 4 years 4 months 17 days |
Aggregate intrinsic value Awards outstanding at end of period | $ | $ 7,713 |
Number Awards exercisable at end of period | shares | 1,011,464 |
Weighted average exercise price Awards exercisable at end of period | $ / shares | $ 2.81 |
Weighted average remaining contractual life Awards exercisable at end of period | 3 years 11 months 15 days |
Aggregate intrinsic value Awards exercisable at end of period | $ | $ 7,138 |
Warrants [Member] | |
Shareholders' Equity (Details) - Schedule of options and warrants outstanding [Line Items] | |
Number Awards outstanding at beginning of period | shares | 2,176,081 |
Weighted average exercise price Awards outstanding at beginning of period | $ / shares | $ 1.04 |
Weighted average remaining contractual life Awards outstanding at beginning of period | 3 years 9 months 21 days |
Aggregate intrinsic value Awards outstanding at beginning of period | $ | $ 11,724 |
Number Awards granted | shares | |
Weighted average exercise price Awards granted | $ / shares | |
Weighted average remaining contractual life Awards granted | |
Aggregate intrinsic value Awards granted | $ | |
Number Awards outstanding at end of period | shares | 2,176,081 |
Weighted average exercise price Awards outstanding at end of period | $ / shares | $ 1.04 |
Weighted average remaining contractual life Awards outstanding at end of period | 3 years 21 days |
Aggregate intrinsic value Awards outstanding at end of period | $ | $ 19,224 |
Number Awards exercisable at end of period | shares | 2,176,081 |
Weighted average exercise price Awards exercisable at end of period | $ / shares | $ 1.04 |
Weighted average remaining contractual life Awards exercisable at end of period | 3 years 21 days |
Aggregate intrinsic value Awards exercisable at end of period | $ | $ 19,224 |
Shareholders' Equity (Details_2
Shareholders' Equity (Details) - Schedule of fair value of employee awards under the 2019 Plan using the Black-Scholes-Merton option - 2019 Plan [Member] | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Shareholders' Equity (Details) - Schedule of fair value of employee awards under the 2019 Plan using the Black-Scholes-Merton option [Line Items] | |
Grant date fair value per warrant or option (in Dollars per share) | |
Expected term (years) | |
Expected volatility | |
Expected dividend yield | |
Risk-free interest rate | |
Minimum [Member] | |
Shareholders' Equity (Details) - Schedule of fair value of employee awards under the 2019 Plan using the Black-Scholes-Merton option [Line Items] | |
Grant date fair value per warrant or option (in Dollars per share) | $ 3.67 |
Expected term (years) | 4 years 1 month 13 days |
Expected volatility | 45.50% |
Expected dividend yield | 0.00% |
Risk-free interest rate | (0.66%) |
Maximum [Member] | |
Shareholders' Equity (Details) - Schedule of fair value of employee awards under the 2019 Plan using the Black-Scholes-Merton option [Line Items] | |
Grant date fair value per warrant or option (in Dollars per share) | $ 11.08 |
Expected term (years) | 4 years 10 months 17 days |
Expected volatility | 46.93% |
Expected dividend yield | 0.00% |
Risk-free interest rate | (0.58%) |
Shareholders' Equity (Details_3
Shareholders' Equity (Details) - Schedule of fair value of employee options under the 2021 LTIP using a lattice option pricing model - 2021 LTIP [Member] | 9 Months Ended |
Sep. 30, 2021$ / shares | |
Shareholders' Equity (Details) - Schedule of fair value of employee options under the 2021 LTIP using a lattice option pricing model [Line Items] | |
Grant date fair value per option (in Dollars per share) | |
Expected volatility | |
Expected dividend yield | |
Risk-free interest rate | |
Minimum [Member] | |
Shareholders' Equity (Details) - Schedule of fair value of employee options under the 2021 LTIP using a lattice option pricing model [Line Items] | |
Grant date fair value per option (in Dollars per share) | $ 3.26 |
Expected volatility | 49.70% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 0.78% |
Maximum [Member] | |
Shareholders' Equity (Details) - Schedule of fair value of employee options under the 2021 LTIP using a lattice option pricing model [Line Items] | |
Grant date fair value per option (in Dollars per share) | $ 3.41 |
Expected volatility | 50.80% |
Expected dividend yield | 0.00% |
Risk-free interest rate | 0.82% |
Shareholders' Equity (Details_4
Shareholders' Equity (Details) - Schedule of fair value of warrants under the EDGE Agreements using the Black-Scholes-Merton option - EDGE Agreements [Member] - $ / shares | Oct. 06, 2020 | Jul. 08, 2020 | Mar. 08, 2021 |
Shareholders' Equity (Details) - Schedule of fair value of warrants under the EDGE Agreements using the Black-Scholes-Merton option [Line Items] | |||
Grant date fair value per warrant (in Dollars per share) | $ 0.39 | $ 0.28 | $ 10.17 |
Valuation assumptions: | |||
Expected term (years) | 2 years 9 months 18 days | 4 years | 3 years |
Expected volatility | 43.10% | 43.29% | 49.80% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | (0.71%) | (0.65%) | (0.66%) |
Government Grants (Details)
Government Grants (Details) - USD ($) $ in Thousands | Feb. 10, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 |
Government Grants (Details) [Line Items] | ||||
Grant over period | 2 years | |||
Percentage of Expected Grant Made | 50.00% | |||
Maximum percentage of expected project costs covered under grant | 70.00% | |||
Percentage of project costs granted on receipt of the annual expense report | 75.00% | |||
Percentage of project costs granted on approval of final project and third-party attestation | 25.00% | |||
Deferred income (in Dollars) | $ 1,387 | |||
Research, Development and Innovation [Member] | ||||
Government Grants (Details) [Line Items] | ||||
Deferred income (in Dollars) | 100 | |||
Research, Development and Innovation in Environmental Technology [Member] | ||||
Government Grants (Details) [Line Items] | ||||
Deferred income (in Dollars) | 1,300 | |||
Other Income [Member] | ||||
Government Grants (Details) [Line Items] | ||||
Grant income recognized (in Dollars) | $ 2,300 | |||
First Milestone [Member] | ||||
Government Grants (Details) [Line Items] | ||||
Percentage of milestone met | 30.00% | |||
Second Milestone [Member] | ||||
Government Grants (Details) [Line Items] | ||||
Percentage of milestone met | 50.00% |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective rate of tax | 0.00% | 0.00% | 0.00% | 0.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||
Consulting services provided | $ 4,000 | $ 200 | $ 4,300 | $ 400 | |
Unpaid amount | $ 100 | ||||
Annual fee | 400 | ||||
Accounts payable and accrued liabilities | 1,040 | $ 1,040 | 322 | ||
Metier description | The expenses incurred in relation to the consulting services provided for the three and nine months ended September 30, 2021 were $1.1 million and $3.5 million, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2020, respectively. These expenses are recognized as general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss. The unpaid amount of $0.9 million and $0.3 million was recognized in accounts payable and accrued liabilities — related party as of September 30, 2021 and December 31, 2020, respectively | ||||
Consulting Agreement [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Consulting services provided | 100 | $ 100 | |||
Unpaid amount | $ 100 | $ 100 | |||
Accounts payable and accrued liabilities |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of basic and diluted net loss per share attributable to ordinary shareholders - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss attributable to ordinary shareholders - basic and diluted | $ (45,419) | $ (2,469) | $ (65,342) | $ (4,384) |
Denominator: | ||||
Weighted average ordinary shares outstanding - basic and diluted | 108,713,120 | 32,975,533 | 61,466,975 | 25,321,078 |
Net loss per ordinary share: | ||||
Basic and diluted | $ (0.42) | $ (0.07) | $ (1.06) | $ (0.17) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||
Total | 30,571,881 | 6,347,910 |
EDGE warrants [Member] | ||
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||
Total | 2,176,081 | 2,176,081 |
Other nonemployee warrants [Member] | ||
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||
Total | 413,313 | |
Employee options [Member] | ||
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||
Total | 3,196,391 | 179,037 |
Employee warrants [Member] | ||
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||
Total | 161,096 | |
Warrant liability [Member] | ||
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||
Total | 3,992,792 | |
Private Warrants [Member] | ||
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||
Total | 10,250,000 | |
Public Warrants [Member] | ||
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||
Total | 14,375,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 08, 2021 |
Subsequent Events [Abstract] | |
Subsequent Events, description | the Company formed a joint venture with Koch Strategic Platforms (“KSP”) with a 50%/50% ownership structure. The joint venture has been formed to advance the development of clean battery cell manufacturing in the United States. The joint venture has secured a license from 24M to deploy 24M’s SemiSolidTM platform technology. In conjunction, KSP and the Company has invested $70 million in convertible promissory notes with 24M, under which KSP and the Company will invest $50 million and $20 million, respectively |