UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 12, 2023
FREYR Battery
(Exact name of registrant as specified in its charter)
Luxembourg | | 001-40581 | | Not Applicable |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
22-24, Boulevard Royal, L-2449 Luxembourg Grand Duchy of Luxembourg |
| (Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code: +352 621 727 777
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Ordinary Shares, no par value | | FREY | | The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one Ordinary Share for $11.50 per share | | FREY WS | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 12, 2023, Monica Tiúba notified the Board of Directors (the “Board”) of FREYR Battery, a corporation in the form of a public limited liability company (société anonyme) incorporated under the laws of Luxembourg (the “Company”), that she will not stand for re-election as a director of the Company at the Company’s annual general meeting of shareholders in 2023 (the “AGM”), and therefore will no longer serve as a director of the Company or on any committee of the Board, effective as of the day following the AGM. Ms. Tiúba has served as a director of the Company since July 2021 and currently serves as Chairperson of the Audit and Risk Committee. Her decision to not stand for re-election was for personal reasons and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices (financial or otherwise), and she will continue in her roles until the AGM.
The Company’s Chairman, Mr. Torstein Dale Sjøtveit, said, “We extend our appreciation to Monica for her invaluable contributions to our organization as a member of the Board of Directors and the chairperson of the Audit and Risk Committee. Her expertise and guidance have been invaluable, and we wish her the best of luck in her future endeavors and know that she will continue to make a positive impact wherever she goes.”
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | | Description |
| | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| | FREYR Battery |
| | | | |
| | By: | /s/ Are L. Brautaset |
| | | Name: | Are L. Brautaset |
| | | Title: | Chief Legal Officer |
Dated: March 16, 2023
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