Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 04, 2022 | |
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 | 116,853,504 | |
Amendment Flag | false | |
Entity Central Index Key | 0001844224 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 | + 352 | |
Local Phone Number | 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 | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 523,208 | $ 563,956 |
Restricted cash | 1,366 | 1,671 |
Prepaid assets | 16,191 | 15,882 |
Other current assets | 11,327 | 1,282 |
Total current assets | 552,092 | 582,791 |
Property and equipment, net | 35,265 | 21,062 |
Convertible note | 20,452 | 20,231 |
Equity method investments | 2,771 | 2,938 |
Operating lease asset | 9,447 | |
Other long-term assets | 11 | 11 |
Total assets | 620,038 | 627,033 |
Current liabilities | ||
Accounts payable | 4,245 | 3,813 |
Accrued liabilities | 26,378 | 15,065 |
Accounts payable and accrued liabilities - related party | 552 | 3,316 |
Deferred income | 1,392 | 1,380 |
Share-based compensation liability | 2,552 | 2,211 |
Other current liabilities | 2 | 12 |
Total current liabilities | 35,121 | 25,797 |
Warrant liability | 57,812 | 49,124 |
Operating lease liability | 7,860 | |
Long-term share-based compensation liability | 7,484 | 6,627 |
Total liabilities | 108,277 | 81,548 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Ordinary share capital, no par value, 245,000,000 ordinary shares authorized and 116,853,504 ordinary shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 116,854 | 116,854 |
Additional paid-in capital | 534,268 | 533,418 |
Accumulated other comprehensive (loss) income | (191) | (524) |
Accumulated deficit | (139,170) | (104,263) |
Total shareholders’ equity | 511,761 | 545,485 |
Total liabilities and shareholders’ equity | $ 620,038 | $ 627,033 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Ordinary share capital, par value (in Dollars per share) | ||
Ordinary share capital, shares authorized | 245,000,000 | 245,000,000 |
Ordinary share capital, shares issued | 116,853,504 | 116,853,504 |
Ordinary share capital, shares outstanding | 116,853,504 | 116,853,504 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating expenses: | ||
General and administrative | $ 24,614 | $ 9,012 |
Research and development | 2,859 | 2,907 |
Equity in losses from investee | 167 | |
Total operating expenses | 27,640 | 11,919 |
Loss from operations | (27,640) | (11,919) |
Other income (expense): | ||
Warrant liability fair value adjustment | (8,688) | |
Redeemable preferred shares fair value adjustment | 6 | |
Convertible note fair value adjustment | 221 | |
Interest income | 35 | 6 |
Interest expense | (20) | |
Foreign currency transaction (loss) gain | (331) | 20 |
Other income, net | 1,516 | |
Total other income (expense) | (7,267) | 32 |
Loss before income taxes | (34,907) | (11,887) |
Income tax expense | ||
Net loss | (34,907) | (11,887) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 333 | 57 |
Total comprehensive loss | $ (34,574) | $ (11,830) |
Basic and diluted weighted-average ordinary shares outstanding (in Shares) | 116,853,504 | 37,452,359 |
Basic and diluted net loss attributable to ordinary shareholders (in Dollars per share) | $ (0.3) | $ (0.32) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Ordinary Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 15,183 | $ 658 | $ (10,885) | $ 4,956 | |
Balance (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 at Mar. 31, 2021 | 19,800 | 715 | (22,772) | (2,257) | |
Balance (in Shares) at Mar. 31, 2021 | 37,452,359 | ||||
Balance at Dec. 31, 2021 | $ 116,854 | 533,418 | (524) | (104,263) | 545,485 |
Balance (in Shares) at Dec. 31, 2021 | 116,853,504 | ||||
Share-based compensation expense | 850 | 850 | |||
Net loss | (34,907) | (34,907) | |||
Other comprehensive income | 333 | 333 | |||
Balance at Mar. 31, 2022 | $ 116,854 | $ 534,268 | $ (191) | $ (139,170) | $ 511,761 |
Balance (in Shares) at Mar. 31, 2022 | 116,853,504 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (34,907) | $ (11,887) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Share-based compensation expense | 2,047 | 4,161 |
Depreciation | 92 | 10 |
Redeemable preferred shares fair value adjustment | (6) | |
Reduction in the carrying amount of lease assets | 285 | |
Warrant liability fair value adjustment | 8,688 | |
Convertible note fair value adjustment | (221) | |
Equity in losses from investee | 167 | |
Other | (33) | |
Changes in assets and liabilities: | ||
Prepaid assets | (181) | (1,545) |
Other current assets | (4,667) | 247 |
Accounts payable and accrued liabilities | (1,435) | 1,128 |
Accounts payable and accrued liabilities - related party | 217 | 159 |
Other current liabilities | (10) | |
Deferred income | 1,374 | |
Operating lease liability | (210) | |
Net cash used in operating activities | (30,135) | (6,392) |
Cash flows from investing activities | ||
Purchases of property and equipment | (7,932) | (42) |
Investments in equity method investee | (3,000) | |
Purchases of other long-term assets | (12) | |
Net cash used in investing activities | (10,932) | (54) |
Cash flows from financing activities | ||
Proceeds from issuance of redeemable preferred shares | 7,500 | |
Net cash provided by financing activities | 7,500 | |
Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash | 14 | 49 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (41,053) | 1,103 |
Cash, cash equivalents, and restricted cash at beginning of period | 565,627 | 14,945 |
Cash, cash equivalents, and restricted cash at end of period | 524,574 | 16,048 |
Significant noncash investing and financing activities | ||
Accrued purchases of property and equipment | 11,289 | |
Reconciliation to consolidated balance sheets | ||
Cash and cash equivalents | 523,208 | 15,768 |
Restricted cash | 1,366 | 280 |
Cash, cash equivalents, and restricted cash | $ 524,574 | $ 16,048 |
Business and Basis of Presentat
Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Business and Basis of Presentation | 1. Business and Basis of Presentation Description of the Business FREYR Battery (“FREYR,” the “Company”, “we”, or “us”) is a battery manufacturing company. We are in the initial design and testing phase related to our battery production and have yet to bring a completed product to market. Business Combination 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”), FREYR, a Luxembourg public limited liability 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. 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. Pursuant to the terms of the BCA, among other things, FREYR Legacy’s wind farm business was transferred to Sjonfjellet Vindpark Holding AS (“SVPH”), resulting in SVPH shares being held by FREYR Legacy’s shareholders. 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, FREYR’s ordinary shares and warrants began trading on the New York Stock Exchange. The Business Combination was accounted for as a reverse recapitalization. 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 comprised the ongoing operations of the combined company, (ii) FREYR Legacy’s senior management comprised the senior management of the combined company and (iii) no shareholder had 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 FREYR, 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 FREYR and Alussa at their historical cost, which approximates fair value, and (v) FREYR’s equity structure for all periods presented. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, 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 FREYR’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. Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). The condensed consolidated financial statements include the accounts of FREYR and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Certain prior period balances and amounts have been reclassified to conform with the current year’s presentation in the condensed consolidated financial statements and the accompanying notes. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. Risks and Uncertainties We are subject to those risks common in the renewable energy and manufacturing industries and also those risks common to early stage development companies, including, but not limited to, the possibility of not being able to successfully develop or market our products, the ability to obtain or maintain licenses and permits to support future business, competition, dependence on key personnel and key external alliances, loss of our grant contributor, the ability to maintain and establish relationships with current and future vendors and suppliers, the successful protection of our proprietary technologies, the possibility of the factory development being disrupted, compliance with government regulations, and the possibility of not being able to obtain additional financing when needed. These financial statements have been prepared by management in accordance with U.S. GAAP and this basis assumes that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of the date of this report, our existing cash resources, which were primarily provided as a result of the business combination, are sufficient to support planned operations for the next 12 months. As a result, management believes that our existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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, we evaluate our estimates, including those critical accounting estimates related to the valuation of share-based compensation, our valuation of warrant liability and our valuation of the convertible note (the “Convertible Note”). We base these estimates on historical experiences and on various other assumptions that we believe 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 March 31, 2022, the interim condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2022 and 2021, the interim condensed consolidated statements of shareholders’ equity (deficit) for the three months ended March 31, 2022 and 2021, and the interim condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021, 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 period are also unaudited. The results of operations for the three months ended March 31, 2022 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, 2021 was derived from the audited annual consolidated financial statements as of December 31, 2021, 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, 2021. 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. Leases We determine if an arrangement is a lease at inception. For leases with a lease term greater than 12 months, right of use assets and lease liabilities are recognized on the consolidated balance sheets at the commencement date based on the present value of the remaining fixed lease payments and includes only payments that are fixed and determinable at the time of commencement. Our lease agreements may also contain variable payments such as common area maintenance, insurance, payments affected by a price index or other costs. Such variable lease payments are expensed as incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining the probability of exercising such options, we consider contract-based, asset-based, entity-based, and market-based factors. Operating lease expense (excluding variable lease costs) is recognized on a straight-line basis over the lease term. Adoption of Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve the consistent application. We adopted this guidance as of January 1, 2022. Adoption of the standard did not have a material impact on the condensed consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASC 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We adopted this guidance as of January 1, 2022, on a modified retrospective basis and thus did not restate comparative periods. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effective for those periods. We elected the package of practical expedients permitted under the transition guidance, which allows us to carry forward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist before the adoption of the new standard. We also elected to combine lease and non-lease components for all classes of assets and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the condensed consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term. Our right-of-use assets and corresponding lease liabilities for operating lease liabilities at adoption were $9.9 million. There was no change to accumulated deficit as a result of adoption and the implementation of this standard has not caused a material change in the Company’s operating expenses. |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 3. Business Combination As discussed in Note 1 - Business and Basis of Presentation, we completed the Business Combination on July 9, 2021. Immediately before the closing of the Business Combination, all outstanding redeemable preferred shares of FREYR Legacy were converted into ordinary shares of FREYR. 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 FREYR (the “Exchange Ratio”). Upon the closing of the Business Combination, our 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 FREYR entered into separate subscription agreements with a number of investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and FREYR 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 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. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
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 2022 2021 Office equipment $ 1,639 $ 1,180 Less: Accumulated depreciation (230 ) (135 ) Construction in progress 33,856 20,017 Property and equipment, net $ 35,265 $ 21,062 Construction in progress primarily includes costs related to the construction of the CQP in Mo i Rana, Norway and the related production equipment. |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 5. Accrued Liabilities Accrued liabilities consisted of the following (in thousands): As of As of 2022 2021 Accrued purchases $ 15,219 $ 8,165 Accrued payroll and payroll related expenses 7,173 6,476 Operating lease liabilities (Note 6) 1,784 - Accrued other operating costs 2,202 424 Total accrued liabilities $ 26,378 $ 15,065 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
ASU 2016-02 Transition [Abstract] | |
Leases | 6. Leases We currently lease our corporate headquarters, CQP as well as other properties. Our leases have remaining lease terms up to 10 years, some of which include options to extend the leases and some of which include options to terminate the leases at our sole discretion. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured. As of March 31, 2022, all of our leases are operating leases. The components of lease liabilities included in our condensed consolidated balance sheet consisted of the following (in thousands): As of Liabilities: Accrued liabilities (Note 5) 1,784 Operating lease liability 7,860 Total lease liabilities $ 9,644 Components of lease expense were as follows (in thousands): For the Operating lease cost 476 Variable lease cost 28 Short-term lease cost - Total lease cost $ 504 The remaining minimum lease payments due on our long-term leases are as follows (in thousands): As of For the remainder of 2022 $ 1,365 2023 1,708 2024 1,699 2025 1,755 2026 1,755 Thereafter 3,852 Total undiscounted lease payments 12,135 Less: Imputed interest 2,491 Present value of lease liabilities $ 9,644 As of March 31, 2022, we have entered into one new lease for the land of Gigafactory 1&2 in Mo i Rana, Norway that has not yet commenced with future lease payments of $0.3 million annually that are not reflected in the table above. The lease is expected to commence in 2022 with a term of 50 years plus optional extension periods at the Company’s discretion. Before the Company reaches its final investment decision for Gigafactory 1&2, the lease is cancellable at the Company’s option. Weighted average remaining lease term and discount rate are as follows: As of Weighted-average remaining lease term (in years) 7.1 Weighted-average discount rate 6.6 % Supplemental cash flow information related to leases were as follows (in thousands): For the Cash paid for amounts included in the measurement of lease liabilities Operating cash flows $ 402 Lease liabilities arising from obtaining right of use assets $ 9,855 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Legal Proceedings From time to time, we may be subject to legal and regulatory actions that arise in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events. Management believes that any liability of ours that may arise out of or with respect to these matters will not materially, adversely affect our condensed consolidated financial position, results of operations, or liquidity. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
Warrants Policy [Abstract] | |
Warrants | 8. Warrants As of March 31, 2022, we have 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 FREYR (the “Public Warrants”) and the 10,250,000 private warrants of Alussa were each exchanged for one private warrant in FREYR (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 FREYR (the “Amended and Restated Warrant Agreement”). The Warrants entitle the holder thereof to purchase one of our ordinary shares at a price of $11.50 per share, subject to adjustments. The Warrants will expire on July 9, 2026, or earlier upon redemption or liquidation. 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 FREYR. We may call the Public Warrants for redemption once they become exercisable, in whole and not in part, at a price of $0.01 per Public Warrant, so long as we provide at least 30 days prior written notice of redemption to each Public Warrant holder, and if, and only if, the reported last sales price of our 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 before the date on which we send the notice of redemption to the Public Warrant holders. We determined that the Public Warrants are equity classified as they are indexed to our 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, we determined that the Private Warrants are not considered indexed to our 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 9 - Fair Value Measurement for further details. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | 9. Fair Value Measurement The following table sets forth, by level within the fair value hierarchy, the accounting of our financial assets and liabilities at fair value on a recurring basis according to the valuation techniques we use to determine their fair value (in thousands): As of March 31, 2022 Level 1 Level 2 Level 3 Total Assets Convertible Note $ - $ - $ 20,452 $ 20,452 Total $ - $ - $ 20,452 $ 20,452 Liabilities Warrant Liabilities $ - $ - $ 57,812 $ 57,812 Total $ - $ - $ 57,812 $ 57,812 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Convertible Note $ - $ - $ 20,231 $ 20,231 Total $ - $ - $ 20,231 $ 20,231 Liabilities Warrant Liabilities $ - $ - $ 49,124 $ 49,124 Total $ - $ - $ 49,124 $ 49,124 In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. We measured our Private Warrants and the Convertible Note as of March 31, 2022 and December 31, 2021 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 the Convertible Note used assumptions and estimates that we believed would be made by a market participant in making the same valuation. 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. Changes in the fair value of the Convertible Note related to updated assumptions and estimates were recognized as a convertible note fair value adjustment within the condensed consolidated statement of operations and comprehensive loss. As of March 31, 2022 and December 31, 2021, the carrying value of all other financial assets and liabilities approximated their respective fair values. Private Warrants The Private Warrants outstanding on March 31, 2022 and December 31, 2021, were valued using the Black-Scholes-Merton option pricing model. See Note 8 - Warrants above for further detail. Our use of the Black-Scholes-Merton option pricing model for the Private Warrants as of March 31, 2022 and December 31, 2021, required the use of subjective assumptions: ● The risk-free interest rate assumption was based on the U.S. Treasury Rates, 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 increase the fair value measurement of the Private Warrants and vice versa. ● The expected term was determined to be 4.28 and 4.53 years as of March 31, 2022 and December 31, 2021, respectively, given the expiration of the Private Warrants as noted above. An increase in the expected term, in isolation, would increase 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 increase 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 $12.26 and $11.18, we determined that the fair value of the Private Warrants was $57.8 million and $49.1 million as of March 31, 2022 and December 31, 2021, respectively. Convertible Note As of March 31, 2022 and December 31, 2021, we had an investment in a convertible note from 24M that was fair valued pursuant to the election of the fair value option under ASC 825, Financial Instruments. See Note 14 - Convertible Note for further detail. The Company considers this to provide a more accurate reflection of the current economic environment of the instrument. The Convertible Note was valued using a scenario-based framework. This analysis assumed various scenarios that were weighted based on the likelihood of occurrence. Within each scenario, an income approach, specifically the discounted cash flow approach, was utilized based on the expected payoffs upon the event, the discount rate and the expected timing and then the expected probability of occurrence was applied, all of which management determined were significant assumptions. Using this approach, we determined that the fair value of the Convertible Note as of March 31, 2022 and December 31, 2021 was $20.4 million and $20.2 million, respectively. We noted that a change in the expected payoffs, discount rate, timing, or expected probability would result in a change to the fair value ascribed to the Convertible Note. For the three months ended March 31, 2022 and 2021, the total change in fair value of the Convertible Note, including interest income, of $0.2 million and nil 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 redeemable preferred shares and considered an embedded feature as they were not separately exercisable. 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 after the Norway demerger, the FREYR Legacy preferred shares were repurchased by FREYR at an adjusted Preferred Share Preference Amount of $14.9 million and the holders received 1,489,500 ordinary shares of FREYR. Before settlement, the preferred shares were valued using a scenario-based framework. 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 we determined was a significant assumption. Prior to settlement, changes in the fair value of the redeemable preferred shares related to updated assumptions and estimates were recognized as a redeemable preferred shares fair value adjustment within the consolidated statements of operations and comprehensive loss. The following table presents changes in the Level 3 instruments measured at fair value for the three months ended March 31, 2022 and 2021, respectively (in thousands): For the three months ended Asset Liability Convertible Private Redeemable Balance (beginning of period) $ 20,231 $ 49,124 $ - Additions - - - Fair value measurement adjustments 221 8,688 - Foreign currency exchange effects - - - Settlements - - - Balance (end of period) $ 20,452 $ 57,812 $ - For the three months ended Asset Liability Convertible Private Redeemable Balance (beginning of period) $ - $ - $ 7,574 Additions - - 7,500 Fair value measurement adjustments - - (6 ) Foreign currency exchange effects - - 1 Balance (end of period) $ - $ - $ 15,069 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders’ Equity (Deficit) | 10. Shareholders’ Equity (Deficit) Ordinary Shares As of March 31, 2022, 245,000,000 ordinary shares without par value were authorized. Holders of ordinary shares are entitled to receive dividends when, as, and if, declared by our Board of Directors. As of March 31, 2022, we have not declared any dividends. The holder of each ordinary share is entitled to one vote per share. As of March 31, 2022, there were 116,853,504 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. On December 1, 2020, the board of directors approved to increase the number of ordinary shares to be issued under the 2019 Plan by 895,190 ordinary shares. As a result of the consummation of the Business Combination on July 9, 2021, the stock options and warrants and performance stock options and warrants already granted or earmarked for an employee’s first year of employment vested immediately. As such, on July 9, 2021, share-based compensation was recognized for the remaining unrecognized fair value of the employee awards. Effective as of the close of the Business Combination, the 2019 Plan was modified to require cash-settlement after a lock-up period of either (i) one year for all non-executive employees or (ii) two years for all executive employees. Share-based compensation expense, inclusive of the changes to the fair value of the share-based compensation liability, is recognized separately in general and administrative expense and research and development expense within the consolidated statements of operations and comprehensive loss. The following table sets forth the activity relating to the employee options and warrants outstanding under the 2019 Plan for the three months ended March 31, 2022 (aggregate intrinsic value in thousands): For the Three Months Ended March 31, 2022 Number Weighted Weighted Aggregate Awards outstanding at beginning of period 1,007,884 $ 2.81 Awards granted - - Awards forfeited - - Awards outstanding at end of period 1,007,884 $ 2.81 3.46 $ 9,523 Awards exercisable at end of period 1,007,884 $ 2.81 3.46 $ 9,523 Compensation expense recorded for the employee awards in general and administrative for the three months ended March 31, 2022 and 2021 was $1.1 million and $0.4 million, respectively. Compensation expense recorded for the employee awards in research and development for the three months ended March 31, 2022 and 2021 was $0.1 million and nil Employee Awards - 2021 Plan We have a Long-Term Incentive Plan (the “2021 LTIP”) that was issued on July 9, 2021. According to the 2021 LTIP, at the discretion of our board of directors, but at least on an annual basis, stock options may be granted to eligible employees. The aggregate number of additional shares authorized under the 2021 LTIP plan will not exceed 10% of the current number of shares in issue over the next five years, excluding any options or warrants granted before the 2021 LTIP Plan. 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 or market conditions for vesting. The following table sets forth the activity relating to the employee options outstanding under the 2021 LTIP for the three months ended March 31, 2022 (aggregate intrinsic value in thousands): For the Three Months Ended March 31, 2022 Number Weighted Weighted Aggregate Awards outstanding at beginning of period 2,101,972 $ 10.05 Awards granted - $ - Awards forfeited 20,725 $ 10.05 Awards outstanding at end of period 2,081,247 $ 10.05 4.49 $ 4,600 Awards exercisable at end of period - $ - - $ - Compensation expense recorded for the employee awards in general and administrative for the three months ended March 31, 2022 and 2021 was $0.7 million and nil nil CEO Option Awards On June 16, 2021, our Chief Executive Officer (“CEO”) 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, our CEO was awarded 850,000 options to acquire our shares 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. Compensation cost is recognized if we conclude that it is probable that the performance condition will be achieved. Compensation expense recorded for the CEO option awards in general and administrative for the three months ended March 31, 2022 and 2021 was $0.1 million and nil 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 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 1,488,862 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 1,488,862 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”). Under the 2020 EDGE Agreement, FREYR Legacy agreed to issue an additional 687,219 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. Upon the consummation of the Business Combination, all unvested awards vested immediately. Compensation expense recorded for the three months ended March 31, 2022 and 2021 for the warrants was nil |
Government Grants
Government Grants | 3 Months Ended |
Mar. 31, 2022 | |
Government Grants Disclosure [Abstract] | |
Government Grants | 11. Government Grants On February 12, 2021, we were awarded a grant of NOK 39.0 million ($4.6 million based on NOK/USD exchange rate at the time of the transaction) 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 our 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, we recognize deferred income in the condensed consolidated balance sheets. The first milestone of 30% and the second milestone of 50% were met during 2021 and payment was received. However, as of March 31, 2022, the appropriate documentation of the financing of project costs and third-party attestation had only occurred for the second milestone. As such, as of March 31, 2022 and December 31, 2021, we recognized $1.3 million as deferred income within the condensed consolidated balance sheet. For the three months ended March 31, 2022 and 2021, no other income was recognized within the condensed consolidated statements of operations and comprehensive loss. On March 1, 2021, we were awarded a grant of NOK 142 million ($16.5 million based on NOK/USD exchange rate at the time of the transaction) 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 the pilot plant including research and development, general and administrative, and construction in progress. 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 our related records. As of March 31, 2022, we satisfied the requirements for an initial payment of $6.7 million of which $1.4 million related to costs which were expensed and were recognized as other income and $5.3 million related to costs which were capitalized and were recognized as a reduction of the carrying amount of the CQP’s construction in progress. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
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 months ended March 31, 2022 and 2021 as the Company continues to maintain a valuation allowance against its deferred tax assets. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions EDGE Agreements The 2020 EDGE Agreement provided that FREYR Legacy should pay EDGE a monthly retainer fee. See Note 10 - Shareholders’ Equity (Deficit) for further discussion on the warrant agreements between FREYR Legacy and EDGE. Furthermore, FREYR Legacy agreed to make certain milestone payments to EDGE based on the closing of certain additional financing rounds as defined within the 2020 EDGE Agreement. 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. The expenses incurred in relation to the consulting services provided for the three months ended March 31, 2022 and 2021 were nil Consulting Agreement Concurrent with the consummation of the Business Combination, we agreed to a consulting agreement with the prior Chief Commercial Officer and current member of the board of directors. Per the consulting agreement, the consultant will provide services related to scaling sustainable energy storage, as well as any other services requested by us, for a term of three years. During this term, we will pay the consultant an annual fee of $0.4 million. Per the agreement, the consultant is also entitled to participate in our benefit plans made available to our senior executives. The expenses incurred for consulting services for the three months ended March 31, 2022 and 2021 were $0.2 million and nil Metier In 2020, we entered into a framework agreement with Metier OEC, which provides primarily project management and administrative consulting services. The CEO of Metier OEC is the brother of our current Executive Vice President Projects. The expenses incurred for consulting services for the three months ended March 31, 2022 and 2021 were $1.2 million. These expenses are recognized as general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss. The unpaid amount of $0.5 million and $0.3 million was recognized in accounts payable and accrued liabilities - related party as of March 31, 2022 and December 3 1, 2021, respectively. Equity Method Investment We hold a 50% common stock ownership in FREYR Battery KSP JV, LLC (“FREYR KSP JV”) that is accounted for under the equity method. FREYR along with Koch Strategic Platforms, who also holds 50% common stock ownership, formed FREYR KSP JV in October 2021 to advance the development of clean battery cell manufacturing in the United States. As part of this agreement, both parties agreed to contribute $3.0 million for the initial costs related to developing the first gigafactory to project concept selection. Project concept selection remains under development as of March 31, 2022. The initial capital contributions by both parties were made in January 2022. FREYR KSP JV reported a net loss of $0.3 million for the three months ended March 31, 2022. For the three months ended March 31, 2022, we incurred $0.1 million of expenses on behalf of FREYR KSP JV and the unpaid amount of less than $0.1 million was recognized as other receivables as of March 31, 2022. |
Convertible Note
Convertible Note | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Note [Abstract] | |
Convertible Note | 14. Convertible Note On October 8, 2021, we invested $20.0 million in an unsecured convertible note from 24M, our battery platform technology licensor for our current planned facilities in Norway. The Convertible Note matures on October 8, 2024. The Convertible Note carries an annual interest rate of 5% and is convertible into common stock or preferred stock at our option beginning on October 8, 2023 or automatically upon a qualified initial public offering or direct listing in excess of our conversion price. Additionally, the Convertible Note contains a change of control provision that would result in repayment of 1.75x the note’s original investment value plus any accrued interest. We have elected to account for the Convertible Note using the fair value option. See Note 9 - Fair Value Measurement for details on the valuation methodology. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 15. Net Loss Per Share The Company’s basic net loss per share attributable to ordinary shareholders for the three months ended March 31, 2022 was computed by dividing net loss attributable to ordinary shareholders by the weighted-average ordinary shares outstanding. For the three months ended March 31, 2021, we computed net loss per share using the two-class method required for participating securities. Under the two-class method, undistributed earnings for the period are allocated to participating securities, including the redeemable preferred shares that were settled as part of the Business Combination, based on the contractual participation rights of the security to share in the current earnings as if all current period earnings had been distributed. As there was no contractual obligation for the redeemable preferred shares to share in losses, our basic net loss per share attributable to ordinary shareholders for the three months ended March 31, 2021, was computed by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding. No dividends were declared or paid for the three months ended March 31, 2022 and 2021. Diluted net loss per share attributable to ordinary shareholders adjusts basic net loss per share attributable to ordinary shareholders to give effect to all potential ordinary shares that were dilutive and outstanding during the period. For the three months ended March 31, 2022 and 2021, the treasury stock method was used to assess our warrants and share-based payment awards while the if-converted method was used to assess our redeemable preferred shares; however, no instrument was determined to have a dilutive effect. The following table sets forth the computation of our basic and diluted net loss per share attributable to ordinary shareholders for three months ended March 31, 2022 and 2021 (amounts in thousands, except share and per share amounts): For the three months ended 2022 2021 Numerator: Net loss attributable to ordinary shareholders - basic and diluted $ (34,907 ) $ (11,887 ) Denominator: Weighted average ordinary shares outstanding - basic and diluted 116,853,504 37,452,359 Net loss per ordinary share: Basic and diluted $ (0.30 ) $ (0.32 ) 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 March 31, 2022 2021 EDGE warrants 2,176,081 2,176,081 Other nonemployee warrants - 413,313 Employee awards 2,081,247 950,667 CEO awards 94,444 - Share-based compensation liability 1,007,884 - Private Warrants 10,250,000 - Public Warrants 14,375,000 - Redeemable preferred shares - 15,000,000 Total 29,984,656 18,540,061 For the three months ended March 31, 2022, the Company excluded 755,556 of the total 850,000 CEO Option Awards, as it is not yet probable that the performance conditions for these options will be achieved. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, we evaluate our estimates, including those critical accounting estimates related to the valuation of share-based compensation, our valuation of warrant liability and our valuation of the convertible note (the “Convertible Note”). We base these estimates on historical experiences and on various other assumptions that we believe 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 March 31, 2022, the interim condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2022 and 2021, the interim condensed consolidated statements of shareholders’ equity (deficit) for the three months ended March 31, 2022 and 2021, and the interim condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021, 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 period are also unaudited. The results of operations for the three months ended March 31, 2022 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, 2021 was derived from the audited annual consolidated financial statements as of December 31, 2021, 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, 2021. |
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. |
Leases | Leases We determine if an arrangement is a lease at inception. For leases with a lease term greater than 12 months, right of use assets and lease liabilities are recognized on the consolidated balance sheets at the commencement date based on the present value of the remaining fixed lease payments and includes only payments that are fixed and determinable at the time of commencement. Our lease agreements may also contain variable payments such as common area maintenance, insurance, payments affected by a price index or other costs. Such variable lease payments are expensed as incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Our incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. When determining the probability of exercising such options, we consider contract-based, asset-based, entity-based, and market-based factors. Operating lease expense (excluding variable lease costs) is recognized on a straight-line basis over the lease term. |
Adoption of Accounting Pronouncements | Adoption of Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes, which removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve the consistent application. We adopted this guidance as of January 1, 2022. Adoption of the standard did not have a material impact on the condensed consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASC 842) (ASU 2016-02), as amended, which generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We adopted this guidance as of January 1, 2022, on a modified retrospective basis and thus did not restate comparative periods. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effective for those periods. We elected the package of practical expedients permitted under the transition guidance, which allows us to carry forward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist before the adoption of the new standard. We also elected to combine lease and non-lease components for all classes of assets and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the condensed consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term. Our right-of-use assets and corresponding lease liabilities for operating lease liabilities at adoption were $9.9 million. There was no change to accumulated deficit as a result of adoption and the implementation of this standard has not caused a material change in the Company’s operating expenses. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | As of As of 2022 2021 Office equipment $ 1,639 $ 1,180 Less: Accumulated depreciation (230 ) (135 ) Construction in progress 33,856 20,017 Property and equipment, net $ 35,265 $ 21,062 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | As of As of 2022 2021 Accrued purchases $ 15,219 $ 8,165 Accrued payroll and payroll related expenses 7,173 6,476 Operating lease liabilities (Note 6) 1,784 - Accrued other operating costs 2,202 424 Total accrued liabilities $ 26,378 $ 15,065 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
ASU 2016-02 Transition [Abstract] | |
Schedule of lease liabilities included in our condensed consolidated balance sheet | As of Liabilities: Accrued liabilities (Note 5) 1,784 Operating lease liability 7,860 Total lease liabilities $ 9,644 |
Schedule of weighted average remaining lease term and discount rate | For the Operating lease cost 476 Variable lease cost 28 Short-term lease cost - Total lease cost $ 504 |
Schedule of minimum lease payments due on our long-term leases | As of For the remainder of 2022 $ 1,365 2023 1,708 2024 1,699 2025 1,755 2026 1,755 Thereafter 3,852 Total undiscounted lease payments 12,135 Less: Imputed interest 2,491 Present value of lease liabilities $ 9,644 |
Schedule of weighted average remaining lease term and discount rate | As of Weighted-average remaining lease term (in years) 7.1 Weighted-average discount rate 6.6 % |
Schedule of supplemental cash flow information related to leases | For the Cash paid for amounts included in the measurement of lease liabilities Operating cash flows $ 402 Lease liabilities arising from obtaining right of use assets $ 9,855 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities at fair value on a recurring basis | As of March 31, 2022 Level 1 Level 2 Level 3 Total Assets Convertible Note $ - $ - $ 20,452 $ 20,452 Total $ - $ - $ 20,452 $ 20,452 Liabilities Warrant Liabilities $ - $ - $ 57,812 $ 57,812 Total $ - $ - $ 57,812 $ 57,812 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Convertible Note $ - $ - $ 20,231 $ 20,231 Total $ - $ - $ 20,231 $ 20,231 Liabilities Warrant Liabilities $ - $ - $ 49,124 $ 49,124 Total $ - $ - $ 49,124 $ 49,124 |
Schedule of changes in the level 3 instruments measured at fair value | For the three months ended Asset Liability Convertible Private Redeemable Balance (beginning of period) $ 20,231 $ 49,124 $ - Additions - - - Fair value measurement adjustments 221 8,688 - Foreign currency exchange effects - - - Settlements - - - Balance (end of period) $ 20,452 $ 57,812 $ - For the three months ended Asset Liability Convertible Private Redeemable Balance (beginning of period) $ - $ - $ 7,574 Additions - - 7,500 Fair value measurement adjustments - - (6 ) Foreign currency exchange effects - - 1 Balance (end of period) $ - $ - $ 15,069 |
Shareholders_ Equity (Deficit)
Shareholders’ Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Schedule of options and warrants outstanding | For the Three Months Ended March 31, 2022 Number Weighted Weighted Aggregate Awards outstanding at beginning of period 1,007,884 $ 2.81 Awards granted - - Awards forfeited - - Awards outstanding at end of period 1,007,884 $ 2.81 3.46 $ 9,523 Awards exercisable at end of period 1,007,884 $ 2.81 3.46 $ 9,523 For the Three Months Ended March 31, 2022 Number Weighted Weighted Aggregate Awards outstanding at beginning of period 2,101,972 $ 10.05 Awards granted - $ - Awards forfeited 20,725 $ 10.05 Awards outstanding at end of period 2,081,247 $ 10.05 4.49 $ 4,600 Awards exercisable at end of period - $ - - $ - |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share attributable to ordinary shareholders | For the three months ended 2022 2021 Numerator: Net loss attributable to ordinary shareholders - basic and diluted $ (34,907 ) $ (11,887 ) Denominator: Weighted average ordinary shares outstanding - basic and diluted 116,853,504 37,452,359 Net loss per ordinary share: Basic and diluted $ (0.30 ) $ (0.32 ) |
Schedule of diluted net loss per share as the impact would be anti-dilutive | As of March 31, 2022 2021 EDGE warrants 2,176,081 2,176,081 Other nonemployee warrants - 413,313 Employee awards 2,081,247 950,667 CEO awards 94,444 - Share-based compensation liability 1,007,884 - Private Warrants 10,250,000 - Public Warrants 14,375,000 - Redeemable preferred shares - 15,000,000 Total 29,984,656 18,540,061 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) $ in Millions | Mar. 31, 2022USD ($) |
Accounting Policies [Abstract] | |
Operating Lease, Right-of-Use Asset | $ 9.9 |
Business Combination (Details)
Business Combination (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended |
Jan. 29, 2021 | Mar. 31, 2022 | |
Business Combination (Details) [Line Items] | ||
Business combination converted 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 FREYR (the “Exchange Ratio”). | |
Authorized shares | 245,000,000 | |
PIPE Shares [Member] | ||
Business Combination (Details) [Line Items] | ||
Aggregate of ordinary shares | 60,000,000 | |
Purchase price (in Dollars per share) | $ 10 | |
Private Placement [Member] | ||
Business Combination (Details) [Line Items] | ||
Aggregate purchase price (in Dollars) | $ 600 |
Property and Equipment (Details
Property and Equipment (Details) - Schedule of property and equipment - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of property and equipment [Abstract] | ||
Office equipment | $ 1,639 | $ 1,180 |
Less: Accumulated depreciation | (230) | (135) |
Construction in progress | 33,856 | 20,017 |
Property and equipment, net | $ 35,265 | $ 21,062 |
Accrued Liabilities (Details) -
Accrued Liabilities (Details) - Schedule of accrued liabilities - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of accrued liabilities [Abstract] | ||
Accrued purchases | $ 15,219 | $ 8,165 |
Accrued payroll and payroll related expenses | 7,173 | 6,476 |
Operating lease liabilities (Note 6) | 1,784 | |
Accrued other operating costs | 2,202 | 424 |
Total accrued liabilities | $ 26,378 | $ 15,065 |
Leases (Details)
Leases (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
ASU 2016-02 Transition [Abstract] | |
Lease terms | 10 years |
Future lease payments (in Dollars) | $ 0.3 |
Lease expected term | 50 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of lease liabilities included in our condensed consolidated balance sheet $ in Thousands | Mar. 31, 2022USD ($) |
Liabilities: | |
Accrued liabilities | $ 1,784 |
Operating lease liability | 7,860 |
Total lease liabilities | $ 9,644 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of components of lease expense $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Schedule of components of lease expense [Abstract] | |
Operating lease cost | $ 476 |
Variable lease cost | 28 |
Short-term lease cost | |
Total lease cost | $ 504 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of minimum lease payments due on our long-term leases $ in Thousands | Mar. 31, 2022USD ($) |
Schedule of minimum lease payments due on our long-term leases [Abstract] | |
For the remainder of 2022 | $ 1,365 |
2023 | 1,708 |
2024 | 1,699 |
2025 | 1,755 |
2026 | 1,755 |
Thereafter | 3,852 |
Total undiscounted lease payments | 12,135 |
Less: Imputed interest | 2,491 |
Present value of lease liabilities | $ 9,644 |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of weighted average remaining lease term and discount rate | Mar. 31, 2022 |
Schedule of weighted average remaining lease term and discount rate [Abstract] | |
Weighted-average remaining lease term (in years) | 7 years 1 month 6 days |
Weighted-average discount rate | 6.60% |
Leases (Details) - Schedule o_5
Leases (Details) - Schedule of supplemental cash flow information related to leases $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows | $ 402 |
Lease liabilities arising from obtaining right of use assets | $ 9,855 |
Warrants (Details)
Warrants (Details) | Mar. 31, 2022$ / sharesshares |
Warrants (Details) [Line Items] | |
Warrant outstanding | shares | 24,625,000 |
Warrants exchanged | shares | 14,375,000 |
Public Warrant per share | $ / shares | $ 11.5 |
Ordinary shares per share | $ / shares | $ 18 |
Public Warrants [Member] | |
Warrants (Details) [Line Items] | |
Private warrants | shares | 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) kr / shares in Units, $ / shares in Units, kr in Millions, $ in Millions | Nov. 11, 2020USD ($)shares | Nov. 11, 2020USD ($)kr / shares | Feb. 16, 2021USD ($)kr / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Feb. 16, 2021NOK (kr) | Nov. 11, 2020NOK (kr) |
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 increase the fair value measurement of the Private Warrants and vice versa. | ||||||
Expected term | 4 years 3 months 10 days | 4 years 6 months 10 days | |||||
Convertible note | $ 20.4 | $ 20.2 | |||||
Interest income | $ 0.2 | ||||||
Redeemable preferred shares (in Shares) | shares | 7,500,000 | 7,500,000 | |||||
Nominal value, per share (in Krone per share) | kr / shares | kr 0.01 | kr 0.01 | |||||
Preferred share preference amount | $ 7.5 | kr 7.5 | kr 7.5 | kr 64.1 | kr 71.5 | ||
Cash contribution | $ 7.5 | ||||||
Warrant issued (in Shares) | shares | 92,500,000 | ||||||
Preferred share preference amount | $ 14.9 | ||||||
Ordinary shares (in Shares) | shares | 1,489,500 | ||||||
Private Warrants [Member] | |||||||
Fair Value Measurement (Details) [Line Items] | |||||||
Exercise price (in Dollars per share) | $ / shares | $ 11.5 | ||||||
Share price (in Dollars per share) | $ / shares | $ 12.26 | $ 11.18 | |||||
Private Warrants [Member] | |||||||
Fair Value Measurement (Details) [Line Items] | |||||||
Fair value of private warrants | $ 57.8 | $ 49.1 | |||||
Alussa [Member] | |||||||
Fair Value Measurement (Details) [Line Items] | |||||||
Preferred share preference amount | $ 7.5 |
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Convertible Note | $ 20,452 | $ 20,231 |
Total Assets | 20,452 | 20,231 |
Liabilities | ||
Warrant Liabilities | 57,812 | 49,124 |
Total Liabilities | 57,812 | 49,124 |
Level 1 [Member] | ||
Assets | ||
Convertible Note | ||
Total Assets | ||
Liabilities | ||
Warrant Liabilities | ||
Total Liabilities | ||
Level 2 [Member] | ||
Assets | ||
Convertible Note | ||
Total Assets | ||
Liabilities | ||
Warrant Liabilities | ||
Total Liabilities | ||
Level 3 [Member] | ||
Assets | ||
Convertible Note | 20,452 | 20,231 |
Total Assets | 20,452 | 20,231 |
Liabilities | ||
Warrant Liabilities | 57,812 | 49,124 |
Total Liabilities | $ 57,812 | $ 49,124 |
Fair Value Measurement (Detai_3
Fair Value Measurement (Details) - Schedule of changes in the level 3 instruments measured at fair value - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Convertible Note [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance (beginning of period) | $ 20,231 | |
Additions | ||
Fair value measurement adjustments | 221 | |
Foreign currency exchange effects | ||
Settlements | ||
Balance (end of period) | 20,452 | |
Private Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance (beginning of period) | 49,124 | |
Additions | ||
Fair value measurement adjustments | 8,688 | |
Foreign currency exchange effects | ||
Settlements | ||
Balance (end of period) | 57,812 | |
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 | |
Fair value measurement adjustments | (6) | |
Foreign currency exchange effects | 1 | |
Settlements | ||
Balance (end of period) | $ 15,069 |
Shareholders_ Equity (Deficit_2
Shareholders’ Equity (Deficit) (Details) - USD ($) | Dec. 01, 2020 | Sep. 01, 2020 | Jul. 08, 2020 | Mar. 01, 2019 | Jun. 16, 2021 | Sep. 25, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 11, 2019 |
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||
Ordinary shares authorized (in Shares) | 245,000,000 | 245,000,000 | ||||||||
Ordinary shares outstanding (in Shares) | 116,853,504 | 116,853,504 | ||||||||
General and administrative expenses | $ 24,614,000 | $ 9,012,000 | ||||||||
Research and development expenses | $ 2,859,000 | 2,907,000 | ||||||||
Additional exceed shares percentage | 10.00% | |||||||||
Compensation expense | $ 0.7 | |||||||||
Research and development | $ 0.1 | |||||||||
Unrecognized compensation expense | 6,100,000 | |||||||||
Expense expected to be recognized | 2 years 8 months 12 days | |||||||||
Awarded options to acquire shares (in Shares) | 850,000 | |||||||||
Exercise price (in Dollars per share) | $ 10 | |||||||||
General and administrative costs | $ 100,000 | |||||||||
Issued Warrants (in Shares) | 687,219 | 1,488,862 | ||||||||
Outstanding shares percentage | 6.50% | |||||||||
Resolved to issued warrants (in Shares) | 1,488,862 | |||||||||
Subscription price per share (in Dollars per share) | $ 0.99 | $ 1.22 | $ 0.95 | |||||||
Warrant [Member] | ||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||
Compensation expense | 100,000 | |||||||||
2019 Plan | ||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||
Exercise of options and warrants granted (in Shares) | 895,190 | |||||||||
General and administrative expenses | 1,100,000 | 400,000 | ||||||||
Research and development expenses | $ 100,000 | |||||||||
FREYR AS [Member] | 2019 Plan | ||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||
Number of additional shares authorized (in Shares) | 895,190 | |||||||||
General and Administrative Expense [Member] | ||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||
Compensation expense | ||||||||||
Research and Development Expense [Member] | ||||||||||
Shareholders’ Equity (Deficit) (Details) [Line Items] | ||||||||||
Research and development |
Shareholders_ Equity (Deficit_3
Shareholders’ Equity (Deficit) (Details) - Schedule of options and warrants outstanding $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Shareholders’ Equity (Deficit) (Details) - Schedule of options and warrants outstanding [Line Items] | |
Number Awards outstanding at beginning of period | shares | 2,101,972 |
Weighted average exercise price Awards outstanding at beginning of period | $ / shares | $ 10.05 |
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 forfeited | shares | 20,725 |
Weighted average exercise price Awards forfeited | $ / shares | $ 10.05 |
Number Awards outstanding at end of period | shares | 2,081,247 |
Weighted average exercise price Awards outstanding at end of period | $ / shares | $ 10.05 |
Weighted average remaining contractual life Awards outstanding at end of period | 4 years 5 months 26 days |
Aggregate intrinsic value Awards outstanding at end of period | $ | $ 4,600 |
Number Awards exercisable at end of period | shares | |
Weighted average exercise price Awards exercisable at end of period | $ / shares | |
Weighted average remaining contractual life Awards exercisable at end of period | |
Aggregate intrinsic value Awards exercisable at end of period | $ | |
Warrants [Member] | |
Shareholders’ Equity (Deficit) (Details) - Schedule of options and warrants outstanding [Line Items] | |
Number Awards outstanding at beginning of period | shares | 1,007,884 |
Weighted average exercise price Awards outstanding at beginning of period | $ / shares | $ 2.81 |
Number Awards granted | shares | |
Weighted average exercise price Awards granted | $ / shares | |
Number Awards forfeited | shares | |
Weighted average exercise price Awards forfeited | $ / shares | |
Number Awards outstanding at end of period | shares | 1,007,884 |
Weighted average exercise price Awards outstanding at end of period | $ / shares | $ 2.81 |
Weighted average remaining contractual life Awards outstanding at end of period | 3 years 5 months 15 days |
Aggregate intrinsic value Awards outstanding at end of period | $ | $ 9,523 |
Number Awards exercisable at end of period | shares | 1,007,884 |
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 5 months 15 days |
Aggregate intrinsic value Awards exercisable at end of period | $ | $ 9,523 |
Government Grants (Details)
Government Grants (Details) - USD ($) $ in Thousands | Mar. 01, 2021 | Feb. 10, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Government Grants (Details) [Line Items] | ||||
Awarded grant for research, development and technologies | On February 12, 2021, we were awarded a grant of NOK 39.0 million ($4.6 million based on NOK/USD exchange rate at the time of the transaction) for research, development and innovation in environmental technology. | |||
First milestone percentage | 30.00% | |||
Deferred income | $ 1,392 | $ 1,380 | ||
Initial payment | 6,700 | |||
Other income | 1,400 | |||
Construction in process | 5,300 | |||
Research, Development and Innovation [Member] | ||||
Government Grants (Details) [Line Items] | ||||
Deferred income | 1,300 | |||
Research, Development and Innovation in Environmental Technology [Member] | ||||
Government Grants (Details) [Line Items] | ||||
Deferred income | $ 1,300 | |||
Second Milestone [Member] | ||||
Government Grants (Details) [Line Items] | ||||
Percentage of milestone met | 50.00% | |||
Construction and Pilot Plan [Member] | ||||
Government Grants (Details) [Line Items] | ||||
Awarded grant for research, development and technologies | On March 1, 2021, we were awarded a grant of NOK 142 million ($16.5 million based on NOK/USD exchange rate at the time of the transaction) for the development and construction of the pilot plant in Mo i Rana, Norway. |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective rate of tax | 0.00% | 0.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Oct. 31, 2021 | |
Related Party Transactions (Details) [Line Items] | |||
Consulting services provided | $ 0.1 | ||
Annual fee | $ 0.4 | ||
Metier description | The expenses incurred for consulting services for the three months ended March 31, 2022 and 2021 were $1.2 million. These expenses are recognized as general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss. The unpaid amount of $0.5 million and $0.3 million was recognized in accounts payable and accrued liabilities - related party as of March 31, 2022 and December 3 1, 2021, respectively. | ||
Common stock ownership | 50.00% | 50.00% | |
Due to Related Parties, Current | $ 3 | ||
Net loss | 0.3 | ||
Incurred expenses | 0.1 | ||
Other receivables | 0.1 | ||
Consulting Agreement [Member] | |||
Related Party Transactions (Details) [Line Items] | |||
Consulting services provided | 0.2 | ||
Unpaid amount | $ 0.1 | $ 0.1 |
Convertible Note (Details)
Convertible Note (Details) - USD ($) $ in Millions | Oct. 08, 2021 | Oct. 08, 2023 |
Convertible Note (Details) [Line Items] | ||
Unsecured convertible note | $ 20 | |
Repayment original investment value, description | Additionally, the Convertible Note contains a change of control provision that would result in repayment of 1.75x the note’s original investment value plus any accrued interest. | |
Forecast [Member] | ||
Convertible Note (Details) [Line Items] | ||
Interest rate | 5.00% |
Net Loss Per Share (Details)
Net Loss Per Share (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Earnings Per Share [Abstract] | |
Excluded option awards | 755,556 |
Total option awards | 850,000 |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | ||
Net loss attributable to ordinary shareholders - basic and diluted | $ (34,907) | $ (11,887) |
Denominator: | ||
Weighted average ordinary shares outstanding - basic and diluted | 116,853,504 | 37,452,359 |
Net loss per ordinary share: | ||
Basic and diluted | $ (0.3) | $ (0.32) |
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||
Total | 29,984,656 | 18,540,061 |
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 warrants [Member] | ||
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||
Total | 2,081,247 | 950,667 |
CEO awards [Member] | ||
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||
Total | 94,444 | |
Share-based compensation liability [Member] | ||
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||
Total | 1,007,884 | |
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 | |
Redeemable preferred shares [Member] | ||
Net Loss Per Share (Details) - Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||
Total | 15,000,000 |