COVER
COVER - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-40581 | |
Entity Registrant Name | FREYR Battery | |
Entity Incorporation, State or Country Code | N4 | |
Entity Address, Address Line One | 22-24, Boulevard Royal | |
Entity Address, Postal Zip Code | -2449 | |
Entity Address, City or Town | Luxembourg | |
Entity Address, Country | LU | |
City Area Code | 352 | |
Local Phone Number | 46 61 11 3721 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 116,705,234 | |
Entity Central Index Key | 0001844224 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Tax Identification Number | 00-0000000 | |
Amendment Flag | false | |
Entity Tax Identification Number | 00-0000000 | |
Ordinary Shares, without nominal value | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Ordinary Shares, without nominal value | |
Trading Symbol | FREY | |
Security Exchange Name | NYSE | |
Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one Ordinary Share at an exercise price of $11.50 | |
Trading Symbol | FREY WS | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 416,431 | $ 563,956 |
Restricted cash | 2,160 | 1,671 |
Prepaid assets | 9,397 | 15,882 |
Other current assets | 9,317 | 1,282 |
Total current assets | 437,305 | 582,791 |
Property and equipment, net | 90,392 | 21,062 |
Convertible note | 20,498 | 20,231 |
Equity method investments | 1,807 | 2,938 |
Right-of-use asset under operating leases | 12,730 | 0 |
Other long-term assets | 9 | 11 |
Total assets | 562,741 | 627,033 |
Current liabilities: | ||
Accounts payable | 2,795 | 3,813 |
Accrued liabilities and other | 34,026 | 15,077 |
Accounts payable and accrued liabilities - related party | 799 | 3,316 |
Deferred income | 1,306 | 1,380 |
Share-based compensation liability | 8,227 | 2,211 |
Total current liabilities | 47,153 | 25,797 |
Warrant liability | 94,712 | 49,124 |
Operating lease liability | 9,933 | 0 |
Long-term share-based compensation liability | 0 | 6,627 |
Total liabilities | 151,798 | 81,548 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Ordinary share capital, no par value, 245,000 ordinary shares authorized and 116,854 issued as of both September 30, 2022 and December 31, 2021 and 116,704 and 116,854 ordinary shares outstanding as of September 30, 2022 and December 31, 2021, respectively | 116,854 | 116,854 |
Additional paid-in capital | 540,561 | 533,418 |
Treasury stock | (1,052) | 0 |
Accumulated other comprehensive (loss) income | (17,071) | (524) |
Accumulated deficit | (228,349) | (104,263) |
Total shareholders' equity | 410,943 | 545,485 |
Total liabilities and shareholders' equity | $ 562,741 | $ 627,033 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating expenses: | ||||
General and administrative | $ 25,124 | $ 30,057 | $ 77,888 | $ 46,245 |
Research and development | 3,253 | 5,257 | 9,194 | 11,209 |
Equity in losses from investee | 668 | 0 | 1,131 | 0 |
Total operating expenses | 29,045 | 35,314 | 88,213 | 57,454 |
Loss from operations | (29,045) | (35,314) | (88,213) | (57,454) |
Other income (expense): | ||||
Warrant liability fair value adjustment | (70,292) | (11,173) | (45,588) | (11,173) |
Redeemable preferred shares fair value adjustment | 0 | 0 | 0 | 75 |
Convertible note fair value adjustment | (224) | 0 | 267 | 0 |
Interest income | 71 | 51 | 132 | 59 |
Interest expense | (11) | (1) | (43) | (1) |
Foreign currency transaction gain | 4,325 | 1,015 | 5,415 | 827 |
Other income, net | 1,326 | 3 | 3,944 | 2,325 |
Total other income (expense) | (64,805) | (10,105) | (35,873) | (7,888) |
Loss before income taxes | (93,850) | (45,419) | (124,086) | (65,342) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss | $ (93,850) | $ (45,419) | $ (124,086) | $ (65,342) |
Weighted average ordinary shares outstanding: | ||||
Basic (in shares) | 116,704,000 | 108,713,000 | 116,795,000 | 61,467,000 |
Diluted (in shares) | 116,704,000 | 108,713,000 | 116,795,000 | 61,467,000 |
Net loss per share: | ||||
Basic (in USD per share) | $ (0.80) | $ (0.42) | $ (1.06) | $ (1.06) |
Diluted (in USD per share) | $ (0.80) | $ (0.42) | $ (1.06) | $ (1.06) |
Other comprehensive loss: | ||||
Net loss | $ (93,850) | $ (45,419) | $ (124,086) | $ (65,342) |
Foreign currency translation adjustments | (9,089) | (558) | (16,547) | (324) |
Total comprehensive loss | $ (102,939) | $ (45,977) | $ (140,633) | $ (65,666) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Total | Ordinary Shares | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Treasury Stock | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 37,452 | |||||
Beginning balance at Dec. 31, 2020 | $ 4,956 | $ 0 | $ 15,183 | $ 658 | $ 0 | $ (10,885) |
Share-based compensation expense | 4,617 | 4,617 | ||||
Net loss | (11,887) | (11,887) | ||||
Other comprehensive income | 57 | 57 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 37,452 | |||||
Ending balance at Mar. 31, 2021 | (2,257) | $ 0 | 19,800 | 715 | 0 | (22,772) |
Beginning balance (in shares) at Dec. 31, 2020 | 37,452 | |||||
Beginning balance at Dec. 31, 2020 | 4,956 | $ 0 | 15,183 | 658 | 0 | (10,885) |
Net loss | (65,342) | |||||
Ending balance (in shares) at Sep. 30, 2021 | 116,440 | |||||
Ending balance at Sep. 30, 2021 | 582,975 | $ 0 | 658,868 | 334 | 0 | (76,227) |
Beginning balance (in shares) at Mar. 31, 2021 | 37,452 | |||||
Beginning balance at Mar. 31, 2021 | (2,257) | $ 0 | 19,800 | 715 | 0 | (22,772) |
Share-based compensation expense | 528 | 528 | ||||
Net loss | (8,036) | (8,036) | ||||
Other comprehensive income | 177 | 177 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 37,452 | |||||
Ending balance at Jun. 30, 2021 | (9,588) | $ 0 | 20,328 | 892 | 0 | (30,808) |
Share-based compensation expense | 8,349 | 8,349 | ||||
Net loss | (45,419) | (45,419) | ||||
Other comprehensive income | (558) | (558) | ||||
Norway Demerger | (2,897) | (2,897) | ||||
Stock issued during period (in shares) | 1,490 | |||||
Issuance of ordinary shares in settlement of FREYR Legacy preferred shares | 14,895 | 14,895 | ||||
PIPE Investment, net of transaction costs (in shares) | 60,000 | |||||
PIPE Investment, net of transaction costs | 579,000 | 579,000 | ||||
Business Combination, net of redemptions and transaction costs (in shares) | 17,498 | |||||
Business Combination, net of redemptions and transaction costs | 39,192 | 39,192 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 116,440 | |||||
Ending balance at Sep. 30, 2021 | 582,975 | $ 0 | 658,868 | 334 | 0 | (76,227) |
Beginning balance (in shares) at Dec. 31, 2021 | 116,854 | |||||
Beginning balance at Dec. 31, 2021 | 545,485 | $ 116,854 | 533,418 | (524) | 0 | (104,263) |
Share-based compensation expense | 850 | 850 | ||||
Net loss | (34,907) | (34,907) | ||||
Other comprehensive income | 333 | 333 | ||||
Ending balance (in shares) at Mar. 31, 2022 | 116,854 | |||||
Ending balance at Mar. 31, 2022 | 511,761 | $ 116,854 | 534,268 | (191) | 0 | (139,170) |
Beginning balance (in shares) at Dec. 31, 2021 | 116,854 | |||||
Beginning balance at Dec. 31, 2021 | 545,485 | $ 116,854 | 533,418 | (524) | 0 | (104,263) |
Net loss | (124,086) | |||||
Ending balance (in shares) at Sep. 30, 2022 | 116,854 | |||||
Ending balance at Sep. 30, 2022 | 410,943 | $ 116,854 | 540,561 | (17,071) | (1,052) | (228,349) |
Beginning balance (in shares) at Mar. 31, 2022 | 116,854 | |||||
Beginning balance at Mar. 31, 2022 | 511,761 | $ 116,854 | 534,268 | (191) | 0 | (139,170) |
Share-based compensation expense | 5,371 | 5,371 | ||||
Net loss | 4,671 | 4,671 | ||||
Other comprehensive income | (7,791) | (7,791) | ||||
Repurchase of shares | (1,052) | (1,052) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 116,854 | |||||
Ending balance at Jun. 30, 2022 | 512,960 | $ 116,854 | 539,639 | (7,982) | (1,052) | (134,499) |
Share-based compensation expense | 922 | 922 | ||||
Net loss | (93,850) | (93,850) | ||||
Other comprehensive income | (9,089) | (9,089) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 116,854 | |||||
Ending balance at Sep. 30, 2022 | $ 410,943 | $ 116,854 | $ 540,561 | $ (17,071) | $ (1,052) | $ (228,349) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (124,086) | $ (65,342) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Share-based compensation expense | 9,280 | 14,367 |
Depreciation | 298 | 54 |
Reduction in the carrying amount of right-of-use assets | 1,096 | 0 |
Warrant liability fair value adjustment | 45,588 | 11,173 |
Redeemable preferred shares fair value adjustment | 0 | (74) |
Convertible note fair value adjustment | (267) | 0 |
Equity in losses from investee | 1,131 | 0 |
Foreign currency transaction net unrealized gain | (4,864) | 0 |
Other | 0 | (54) |
Changes in assets and liabilities: | ||
Prepaid assets | 4,054 | (6,065) |
Other current assets | (11,113) | (236) |
Accounts payable and accrued liabilities | 5,692 | 8,365 |
Accounts payable and accrued liabilities - related party | 820 | 738 |
Other current liabilities | (2) | 0 |
Deferred income | 182 | 1,431 |
Operating lease liability | (802) | 0 |
Net cash used in operating activities | (72,993) | (35,643) |
Cash flows from investing activities: | ||
Proceeds from property related grants | 10,461 | 0 |
Purchases of property and equipment | (77,687) | (4,099) |
Investments in equity method investee | (3,000) | 0 |
Purchases of other long-term assets | 0 | (12) |
Net cash used in investing activities | (70,226) | (4,111) |
Cash flows from financing activities: | ||
Repurchase of treasury shares | (1,052) | 0 |
Proceeds from Business Combination | 0 | 70,836 |
Proceeds from PIPE Investment | 0 | 600,000 |
Issuance cost | 0 | (26,334) |
Payments for the Norway Demerger | 0 | (3,002) |
Proceeds from issuance of redeemable preferred shares | 0 | 7,500 |
Net cash (used in) provided by financing activities | (1,052) | 649,000 |
Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash | (2,765) | (730) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (147,036) | 608,516 |
Cash, cash equivalents, and restricted cash at beginning of period | 565,627 | 14,945 |
Cash, cash equivalents, and restricted cash at end of period | 418,591 | 623,461 |
Significant non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | 18,514 | 0 |
Settlement of accrued liabilities through issuance of non-employee warrants | 0 | 460 |
Reconciliation to consolidated balance sheets: | ||
Cash and cash equivalents | 416,431 | 622,582 |
Restricted cash | 2,160 | 879 |
Cash, cash equivalents, and restricted cash | $ 418,591 | $ 623,461 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Ordinary share capital, par value (in USD per share) | $ 0 | $ 0 |
Ordinary share capital, shares authorized (in shares) | 245,000,000 | 245,000,000 |
Ordinary share capital, shares issued (in shares) | 116,854,000 | 116,854,000 |
Ordinary share capital, shares outstanding (in shares) | 116,704,000 | 116,854,000 |
BUSINESS AND BASIS OF PRESENTAT
BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS AND BASIS OF PRESENTATION | BUSINESS AND BASIS OF PRESENTATION Description of the Business FREYR Battery (“FREYR,” the “Company”, “we”, or “us”) is a developer of clean, next-generation battery cell production capacity. Our mission and vision are to accelerate the decarbonization of global energy and transportation systems by producing clean, cost-competitive batteries. We are in the design and testing phase related to our battery production process and we are in the final stages of the construction of our Customer Qualification Plant (“CQP”) and groundworks and foundation structures for our inaugural gigafactory (“Giga Arctic”), both located in Mo i Rana, Norway. As of September 30, 2022, we have not yet initiated manufacturing or derived revenue from our principal business activities. Business Combination On January 29, 2021, FREYR AS, a private limited liability company organized under the laws of Norway (“FREYR Legacy”) and Alussa Energy Acquisition Corp., a Cayman Islands exempted company (“Alussa”), among others, entered into the Business Combination Agreement (the “BCA”) to effect a merger between the companies (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. The merger was completed in multiple stages, pursuant to the terms of the BCA, which included among other things, the transfer of FREYR Legacy’s wind farm business to Sjonfjellet Vindpark Holding AS (“SVPH”), resulting in SVPH shares being held by FREYR Legacy’s shareholders. On July 8, 2021, FREYR’s ordinary shares and warrants began trading on the New York Stock Exchange. On July 9, 2021, FREYR completed the Business Combination with FREYR Legacy and Alussa. In connection with the consummation of the transactions contemplated by the BCA, FREYR Legacy and Alussa became wholly owned subsidiaries of FREYR. 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 unaudited condensed consolidated interim financial statements have been prepared in conformity with the accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of United States Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, these financial statements do not include all of the information required by GAAP for complete consolidated financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements for the year ended December 31, 2021 and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments necessary for the fair presentation of the Company’s condensed consolidated financial statements for the periods presented. The results of operations for the nine months ended September 30, 2022, are not necessarily indicative of the results to be expected for the full year ending December 31, 2022. The condensed consolidated balance sheet as of December 31, 2021, was derived from the audited consolidated financial statements as of December 31, 2021. However, these interim condensed consolidated financial statements do not contain all of the footnote disclosures from the annual consolidated financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 9, 2022. 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 presentation. Use of Estimates The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Estimates and assumptions include, but are not limited to, estimates related to the valuation of share-based compensation, warrant liability, and convertible note. We base these estimates on historical experiences and on various other assumptions that we believe are reasonable under the circumstances, however, actual results may differ materially from these estimates. Risks and Uncertainties We are subject to those risks common to our business and industry and also those risks common to early stage development companies. These risks include those disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 9, 2022 and Part II, Item 1A, of our Quarterly Report on Form 10-Q for the period ended March 31, 2022. 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 our planned operations for at least the next 12 months. Therefore, our financial statements have been prepared on the basis 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Supplemental accounting policy disclosures are included below. 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 A lease is a contract, or part of a contract, that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification as short-term lease, operating lease or finance lease is made at the lease inception. The Company considers all relevant contractual provisions, including renewal and termination options, to determine the term of the lease. Renewal or termination options that are reasonably certain of exercise by the lessee and those controlled by the lessor are included in determining the lease term. The Company has made an accounting policy election to present the lease and associated non-lease operations as a single component based upon the predominant component. The Company made an accounting policy election not to recognize a right-of-use asset and lease liability for short-term leases with an initial term of 12 months or less, therefore these leases are not recorded on the condensed consolidated balance sheets. Expenses for short-term leases are recognized on a straight-line basis over the lease term in the consolidated statements of operations and comprehensive loss. The Company recognizes lease liabilities and right-of-use assets for all operating and finance leases for which it is a lessee at the lease commencement date. Lease liabilities are initially recognized at the present value of the future lease payments during the expected lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, based on the information available at the lease 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. The right-of-use asset is initially recognized at the amount of the initial measurement of the lease liability, plus any lease payments made at or before the commencement date, less any lease incentives received, and any initial direct costs incurred by the Company. Right-of-use assets are recorded as other long-term assets in the consolidated balance sheets. Subsequent to initial recognition, the right-of-use asset is reflected net of amortization. Costs to get a leased asset to the condition and location necessary for its intended use are capitalized as leasehold improvements. The Company remeasures its lease liabilities with a corresponding adjustment to the right-of-use asset due to an applicable change in lease payments such as those due to a lease modification not accounted for as a separate contract, certain changes in the expected term of the lease, and certain changes in assessments and contingencies. Subsequent to initial recognition, the operating lease liability is increased for the interest component of the lease liability and reduced by the lease payments made. Operating lease expenses are recognized as a single lease cost in the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term, which includes the interest component of the measurement of the lease liability and amortization of the right-of-use asset. Adoption of Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 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 ASU No. 2016-02, Leases (ASC 842) , 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 and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect 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 of whether a contract is or contains a lease, and our initial direct costs for any leases that existed before the adoption of the new standard. A description of our accounting policy and accounting methods elected, is included under “Leases” above. 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 did not cause a material change in the Company’s operating expenses. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATION | 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. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following (in thousands): September 30, December 31, Construction in progress $ 88,879 $ 20,017 Office equipment and other 1,889 1,180 90,768 21,197 Less: Accumulated depreciation (376) (135) Total $ 90,392 $ 21,062 |
ACCRUED LIABILITIES AND OTHER
ACCRUED LIABILITIES AND OTHER | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER | ACCRUED LIABILITIES AND OTHER Accrued liabilities and other consisted of the following (in thousands): September 30, December 31, Accrued purchases $ 20,528 $ 8,165 Accrued payroll and payroll related expenses 10,437 6,476 Operating lease liabilities (Note 6) 3,061 — Accrued other operating costs — 436 Total $ 34,026 $ 15,077 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
LEASES | LEASES We currently lease our corporate headquarters, the building for the CQP, the land for the Giga Arctic facilities, as well as other facilities and properties. Our leases have remaining lease terms of up to 50 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 September 30, 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): September 30, Accrued liabilities and other (Note 5) $ 3,061 Operating lease liability 9,933 Total $ 12,994 Components of lease expenses were as follows (in thousands): Three months ended Nine months ended Operating lease cost $ 558 $ 1,577 Variable lease cost 65 167 Short-term lease cost 45 60 Total lease cost $ 668 $ 1,804 The remaining minimum lease payments due on our long-term leases are as follows (in thousands): September 30, For the remainder of 2022 $ 900 2023 2,664 2024 1,740 2025 1,783 2026 1,778 Thereafter 18,173 Total undiscounted lease payments 27,038 Less: imputed interest (14,044) Present value of lease liabilities $ 12,994 Weighted average remaining lease term and discount rate are as follows: September 30, Weighted-average remaining lease term (in years) 24.7 Weighted-average discount rate 6.93 % Supplemental cash flow information related to leases were as follows (in thousands): Nine months ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows $ 1,308 Lease liabilities arising from obtaining right-of-use assets 13,578 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
WARRANTS | WARRANTS Public and Private Warrants As of September 30, 2022 and December 31, 2021, we had 24,625,000 warrants outstanding (the “Warrants”), consisting of 14,375,000 public warrants (the “Public Warrants”) and 10,250,000 private warrants (the “Private Warrants”). 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 Public and Private Warrants were exchanged for public and private warrants of Alussa as part of the Business Combination, as described in Note 3 – Business Combination. The 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”). 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 as part of additional paid-in capital on the condensed consolidated balance sheets. The Private Warrants are identical to the Public Warrants, except that so long as they are held by 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 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 as warrant liability on the condensed consolidated balance sheets. See also Note 9 – Fair Value Measurement. EDGE Warrants 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”). FREYR Legacy issued 1,488,862 warrants to EDGE under the 2019 EDGE Agreement with a subscription price of $0.95 per share and an expiration date of May 15, 2024. On September 1, 2020, FREYR Legacy amended the 2019 EDGE Agreement, effective as of July 1, 2020 (the “2020 EDGE Agreement”). FREYR Legacy issued an additional 687,219 warrants to EDGE under the 2020 EDGE |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | 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): September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Convertible Note $ — $ — $ 20,498 $ 20,498 $ — $ — $ 20,231 $ 20,231 Liabilities: Warrant Liabilities $ — $ — $ 94,712 $ 94,712 $ — $ — $ 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 September 30, 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 September 30, 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 September 30, 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 September 30, 2022 and December 31, 2021, required the use of subjective assumptions: • The risk-free interest rate assumption was based on the United States 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 3.78 and 4.53 years as of September 30, 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 $14.24 and $11.18 as of September 30, 2022 and December 31, 2021, respectively, we determined that the fair value of the Private Warrants was $94.7 million and $49.1 million, respectively. Convertible Note As of September 30, 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. 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. 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 redeemable preferred shares fair value adjustment within the consolidated statements of operations and comprehensive loss. The changes in the Level 3 instruments measured at fair value were as follows (in thousands): For the nine months ended For the nine months ended Asset Liability Asset Liability Convertible Note Private Warrants Convertible Note Private Warrants Redeemable Preferred Shares Balance (beginning of period) $ 20,231 $ 49,124 $ — $ — $ 7,574 Additions — — — 27,265 7,500 Fair value measurement adjustments 267 45,588 — 11,173 (74) Foreign currency exchange effects — — — — — Settlements — — — — (15,000) Balance (end of period) $ 20,498 $ 94,712 $ — $ 38,438 $ — |
SHARESHOLDERS' EQUITY
SHARESHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS’ EQUITY | SHAREHOLDERS' EQUITY Ordinary Shares As of September 30, 2022 and December 31, 2021, 245,000,000 ordinary shares without par value were authorized and 116,703,504 an d 116,853,504 ordinary shares were outstanding as of September 30, 2022 and December 31, 2021, respectively. Holders of ordinary shares are entitled to one vote per share and are entitled to receive dividends when, as, and if, declared by our Board of Directors. As of September 30, 2022, we have not declared any dividends. Share Repurchase Program In May 2022, the board of directors approved a share repurchase program (the “Share Repurchase Program”). The shares purchased under the program are to be used to settle the exercise of employee options granted under the Company’s equity compensation plans. We were authorized to repurchase up to 150,000 of the Company’s Ordinary Shares, or approximately 0.13% of the current outstanding share capital. The Share Repurchase Program had no time limit and was able to be suspended or discontinued at any time. We purchased 150,000 ordinary shares at an average price of $6.97 per share, excluding fees, during the nine months ended September 30, 2022 (no comparative amounts for the nine months ended September 30, 2021). As of September 30, 2022, the authorized share repurchase was completed and no ordinary shares remain available for repurchase under the program. 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 increased the number of ordinary shares available 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 2019 Plan 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. The awards granted under the 2019 Plan are liability-classified awards, and as such, these awards are remeasured to fair value at each reporting date with changes to the fair value recognized as stock compensation expense in general and administrative expense or research and development expense within the consolidated statements of operations and comprehensive loss. Cumulative stock compensation expense cannot be reduced below the grant date fair value of the original award. During the nine months ended September 30, 2022, 300,352 of the 2019 Plan awards were exercised. 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 and directors. The aggregate number of additional shares authorized under the 2021 LTIP is not to exceed 10% of the current number of issued shares over the subsequent five years, excluding any options or warrants granted prior to the 2021 LTIP. All options and restricted stock units (“RSUs”) granted under the 2021 LTIP vest annually in equal thirds and options can be exercised up to five years after the grant date. There are no performance or market conditions for vesting. During the nine months ended September 30, 2022, 3.8 million options were granted to employees and directors, 81,191 RSUs were granted, and 166,777 options were forfeited. 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. In accordance with the stock option agreement, on July 13, 2021 our CEO was granted 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 nine separate performance criteria, each of which is related to 1/9 th of the total award amount. If any of the performance criteria are achieved and certified by the board of directors during their first quarter 2022 meeting, the corresponding awards will vest in equal thirds on December 31, 2022, September 30, 2023, and June 1, 2024. If achieved and certified during the first quarter 2023 meeting, the awards will vest in equal halves on September 30, 2023 and June 1, 2024. Compensation cost is recognized to the extent that achievement of the performance criteria is deemed probable. |
GOVERNMENT GRANTS
GOVERNMENT GRANTS | 9 Months Ended |
Sep. 30, 2022 | |
Government Grants Disclosure [Abstract] | |
GOVERNMENT GRANTS | GOVERNMENT GRANTSOn 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 September 30, 2022, the appropriate documentation of the financing of project costs and third-party attestation had only occurred for the second milestone. As such, we recorded $1.3 million as of September 30, 2022 and $1.4 million as of December 31, 2021, as deferred income within the condensed consolidated balance sheet. For the nine months ended September 30, 2022 and 2021, no other income was recognized within the condensed consolidated statements of operations and comprehensive loss related to this grant. On March 1, 2021, we were awarded a grant of NOK 142.0 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. For the nine months ended September 30, 2022, we satisfied the requirements for payments totaling $11.9 million of which $1.4 million related to costs which were expensed and were recognized as other income and $10.5 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 | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 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 in each year since inception. The Company’s effective income tax rate was 0% for the three and nine months ended September 30, 2022 and 2021 as the Company continues to maintain a full valuation allowance against its deferred tax assets. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS EDGE Agreements The 2020 EDGE Agreement provided that FREYR Legacy should pay EDGE a monthly retainer fee. Additionally, 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. See Note 10 – Shareholders' Equity for further discussion on the warrant agreements between FREYR Legacy and EDGE. 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 and nine months ended September 30, 2021 were $4.0 million and $4.3 million, respectively. No expenses were recorded in the corresponding periods of 2022. These expenses are recognized as general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss. There was no unpaid amount in accounts payable and accrued liabilities – related party as of September 30, 2022 and December 31, 2021. 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 plus expenses. 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 and nine months ended September 30, 2022 were $0.1 million and $0.4 million, respectively, and $0.1 million for both the three and nine months ended September 30, 2021. 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 was recognized in accounts payable and accrued liabilities - related party as of September 30, 2022 and December 31, 2021. 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 Project Execution. The expenses incurred for consulting services for the three and nine months ended September 30, 2022 were $1.3 million and $4.1 million, respectively, and $1.1 million and $3.5 million for the three and nine months ended September 30, 2021, respectively. These expenses are recognized as general and administrative expenses within the condensed consolidated statements of operations and comprehensive loss. The unpaid amount of $0.7 million and $0.3 million was recognized in accounts payable and accrued liabilities - related party as of September 30, 2022 and December 31, 2021, respectively. Equity Method Investment |
CONVERTIBLE NOTE
CONVERTIBLE NOTE | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE | CONVERTIBLE NOTE On October 8, 2021, we invested $20.0 million in an unsecured convertible note receivable from 24M, our battery platform technology licensor for our current planned manufacturing facilities in Norway. The Convertible Note matures on October 8, 2024, 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 | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The Company’s basic net loss per share attributable to ordinary shareholders for the three and nine months ended September 30, 2022 was computed by dividing net loss attributable to ordinary shareholders by the weighted-average ordinary shares outstanding. For the three and nine months ended September 30, 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 and nine months ended September 30, 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 nine months ended September 30, 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 nine months ended September 30, 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. The following table sets forth the computation of our basic and diluted net loss per share attributable to ordinary shareholders for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share data): Three months ended Nine months ended 2022 2021 2022 2021 Numerator: Net loss attributable to ordinary shareholders – basic and diluted $ (93,850) $ (45,419) $ (124,086) $ (65,342) Denominator: Weighted average ordinary shares outstanding – basic and diluted 116,704 108,713 116,795 61,467 Net loss per ordinary share: Basic and diluted $ (0.80) $ (0.42) $ (1.06) $ (1.06) 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 (in thousands): Three months ended Nine months ended 2022 2021 2022 2021 Public Warrants 14,375 14,375 14,375 14,375 Private Warrants 10,250 10,250 10,250 10,250 EDGE warrants 2,176 2,176 2,176 2,176 Share-based compensation liability awards (1) 567 — 567 — Employee awards 5,697 3,358 5,697 3,358 RSUs 81 — 81 — CEO option awards (2) 94 — 94 — Other nonemployee warrants — 413 — 413 Total 33,240 30,572 33,240 30,572 (1) Share-based compensation liability awards exclude 140,597 of the total outstanding 707,532 option and warrant liability awards, as these awards are required to be cash-settled due to the expiration of the lock-up period specified in the BCA. See Note 10 – Shareholders' Equity for further details. (2) For the three and nine months ended September 30, 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Restricted Cash I n October 2022, an additional $133.8 million, or 32% of our September 30, 2022 cash and cash equivalents balance, was classified as restricted cash after the Company entered into contractual obligations with a contractor for the Giga Arctic construction. Giga America On November 11, 2022, FREYR announced the launch of the Giga America clean battery cell manufacturing project in Coweta County, Georgia. Construction of Giga America is expected to take place in multiple phases. The first cell production module is expected to be approximately 34 GWh and will be established with the United States-based 24M production platform, which is intended to produce highly capital efficient and clean battery cells. FREYR made an additiona l $49.0 million cap ital contribution to its joint venture in the United States in November 2022, primarily to fund the land acquisition for Giga America and to take a controlling interest in the joint venture. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Leases | A lease is a contract, or part of a contract, that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Lease classification as short-term lease, operating lease or finance lease is made at the lease inception. The Company considers all relevant contractual provisions, including renewal and termination options, to determine the term of the lease. Renewal or termination options that are reasonably certain of exercise by the lessee and those controlled by the lessor are included in determining the lease term. The Company has made an accounting policy election to present the lease and associated non-lease operations as a single component based upon the predominant component. The Company made an accounting policy election not to recognize a right-of-use asset and lease liability for short-term leases with an initial term of 12 months or less, therefore these leases are not recorded on the condensed consolidated balance sheets. Expenses for short-term leases are recognized on a straight-line basis over the lease term in the consolidated statements of operations and comprehensive loss. The Company recognizes lease liabilities and right-of-use assets for all operating and finance leases for which it is a lessee at the lease commencement date. Lease liabilities are initially recognized at the present value of the future lease payments during the expected lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, based on the information available at the lease 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. The right-of-use asset is initially recognized at the amount of the initial measurement of the lease liability, plus any lease payments made at or before the commencement date, less any lease incentives received, and any initial direct costs incurred by the Company. Right-of-use assets are recorded as other long-term assets in the consolidated balance sheets. Subsequent to initial recognition, the right-of-use asset is reflected net of amortization. Costs to get a leased asset to the condition and location necessary for its intended use are capitalized as leasehold improvements. |
Adoption of accounting pronouncements | In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 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 ASU No. 2016-02, Leases (ASC 842) , 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 and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect 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 of whether a contract is or contains a lease, and our initial direct costs for any leases that existed before the adoption of the new standard. A description of our accounting policy and accounting methods elected, is included under “Leases” above. 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 did not cause a material change in the Company’s operating expenses. |
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. |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net consisted of the following (in thousands): September 30, December 31, Construction in progress $ 88,879 $ 20,017 Office equipment and other 1,889 1,180 90,768 21,197 Less: Accumulated depreciation (376) (135) Total $ 90,392 $ 21,062 |
ACCRUED LIABILITIES AND OTHER (
ACCRUED LIABILITIES AND OTHER (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities and other consisted of the following (in thousands): September 30, December 31, Accrued purchases $ 20,528 $ 8,165 Accrued payroll and payroll related expenses 10,437 6,476 Operating lease liabilities (Note 6) 3,061 — Accrued other operating costs — 436 Total $ 34,026 $ 15,077 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of lease liabilities included in our condensed consolidated balance sheet | The components of lease liabilities included in our condensed consolidated balance sheet consisted of the following (in thousands): September 30, Accrued liabilities and other (Note 5) $ 3,061 Operating lease liability 9,933 Total $ 12,994 |
Schedule of components of lease expenses | Components of lease expenses were as follows (in thousands): Three months ended Nine months ended Operating lease cost $ 558 $ 1,577 Variable lease cost 65 167 Short-term lease cost 45 60 Total lease cost $ 668 $ 1,804 |
Schedule of minimum lease payments due on our long-term leases | The remaining minimum lease payments due on our long-term leases are as follows (in thousands): September 30, For the remainder of 2022 $ 900 2023 2,664 2024 1,740 2025 1,783 2026 1,778 Thereafter 18,173 Total undiscounted lease payments 27,038 Less: imputed interest (14,044) Present value of lease liabilities $ 12,994 |
Schedule of weighted average remaining lease term and discount rate | Weighted average remaining lease term and discount rate are as follows: September 30, Weighted-average remaining lease term (in years) 24.7 Weighted-average discount rate 6.93 % |
Schedule of supplemental cash flow information related to leases | Supplemental cash flow information related to leases were as follows (in thousands): Nine months ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows $ 1,308 Lease liabilities arising from obtaining right-of-use assets 13,578 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities at fair value on a recurring basis | 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): September 30, 2022 December 31, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Convertible Note $ — $ — $ 20,498 $ 20,498 $ — $ — $ 20,231 $ 20,231 Liabilities: Warrant Liabilities $ — $ — $ 94,712 $ 94,712 $ — $ — $ 49,124 $ 49,124 |
Schedule of changes in the level 3 instruments measured at fair value | The changes in the Level 3 instruments measured at fair value were as follows (in thousands): For the nine months ended For the nine months ended Asset Liability Asset Liability Convertible Note Private Warrants Convertible Note Private Warrants Redeemable Preferred Shares Balance (beginning of period) $ 20,231 $ 49,124 $ — $ — $ 7,574 Additions — — — 27,265 7,500 Fair value measurement adjustments 267 45,588 — 11,173 (74) Foreign currency exchange effects — — — — — Settlements — — — — (15,000) Balance (end of period) $ 20,498 $ 94,712 $ — $ 38,438 $ — |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net income (loss) per share attributable to ordinary shareholders | The following table sets forth the computation of our basic and diluted net loss per share attributable to ordinary shareholders for the three and nine months ended September 30, 2022 and 2021 (in thousands, except per share data): Three months ended Nine months ended 2022 2021 2022 2021 Numerator: Net loss attributable to ordinary shareholders – basic and diluted $ (93,850) $ (45,419) $ (124,086) $ (65,342) Denominator: Weighted average ordinary shares outstanding – basic and diluted 116,704 108,713 116,795 61,467 Net loss per ordinary share: Basic and diluted $ (0.80) $ (0.42) $ (1.06) $ (1.06) |
Schedule of diluted net loss per share as the impact would be anti-dilutive | 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 (in thousands): Three months ended Nine months ended 2022 2021 2022 2021 Public Warrants 14,375 14,375 14,375 14,375 Private Warrants 10,250 10,250 10,250 10,250 EDGE warrants 2,176 2,176 2,176 2,176 Share-based compensation liability awards (1) 567 — 567 — Employee awards 5,697 3,358 5,697 3,358 RSUs 81 — 81 — CEO option awards (2) 94 — 94 — Other nonemployee warrants — 413 — 413 Total 33,240 30,572 33,240 30,572 (1) Share-based compensation liability awards exclude 140,597 of the total outstanding 707,532 option and warrant liability awards, as these awards are required to be cash-settled due to the expiration of the lock-up period specified in the BCA. See Note 10 – Shareholders' Equity for further details. (2) For the three and nine months ended September 30, 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 |
Summary of Significant Accounting Policies [Line Items] | ||
Operating lease liabilities | $ 12,994 | |
ASU No.2016-02 | ||
Summary of Significant Accounting Policies [Line Items] | ||
Operating lease liabilities | $ 9,900 |
BUSINESS COMBINATION (Details)
BUSINESS COMBINATION (Details) $ / shares in Units, $ in Millions | 1 Months Ended | ||||
Jan. 29, 2021 USD ($) $ / shares shares | Sep. 30, 2022 shares | Dec. 31, 2021 shares | Jul. 10, 2021 shares | Jul. 09, 2021 | |
Business Combinations (Details) [Line Items] | |||||
Ordinary share capital, shares authorized (in shares) | 245,000,000 | 245,000,000 | 245,000,000 | ||
Freyr Legacy | |||||
Business Combinations (Details) [Line Items] | |||||
Preferred stock, convertible, conversion ratio | 0.179038 | ||||
Private placement | |||||
Business Combinations (Details) [Line Items] | |||||
Aggregate purchase price | $ | $ 600 | ||||
PIPE shares | |||||
Business Combinations (Details) [Line Items] | |||||
Aggregate of ordinary shares (in shares) | 60,000,000 | ||||
Purchase price (in USD per share) | $ / shares | $ 10 |
PROPERTY AND EQUIPMENT, NET - N
PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 298 | $ 54 |
PROPERTY AND EQUIPMENT, NET - (
PROPERTY AND EQUIPMENT, NET - (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Construction in progress | $ 88,879 | $ 20,017 |
Office equipment and other | 1,889 | 1,180 |
Property and equipment, gross | 90,768 | 21,197 |
Less: Accumulated depreciation | (376) | (135) |
Total | $ 90,392 | $ 21,062 |
ACCRUED LIABILITIES AND OTHER -
ACCRUED LIABILITIES AND OTHER - Schedule of accrued liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued purchases | $ 20,528 | $ 8,165 |
Accrued payroll and payroll related expenses | 10,437 | 6,476 |
Operating lease liabilities (Note 6) | 3,061 | 0 |
Accrued other operating costs | 0 | 436 |
Total | $ 34,026 | $ 15,077 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | Sep. 30, 2022 |
Leases [Abstract] | |
Lease terms | 50 years |
LEASES - Schedule of lease liab
LEASES - Schedule of lease liabilities included in our condensed consolidated balance sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Accrued liabilities and other (Note 5) | $ 3,061 | |
Operating lease liability | 9,933 | $ 0 |
Total | $ 12,994 |
LEASES- Schedule of components
LEASES- Schedule of components of lease expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 558 | $ 1,577 |
Variable lease cost | 65 | 167 |
Short-term lease cost | 45 | 60 |
Total lease cost | $ 668 | $ 1,804 |
LEASES- Schedule of minimum lea
LEASES- Schedule of minimum lease payments due on our long-term leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
For the remainder of 2022 | $ 900 |
2023 | 2,664 |
2024 | 1,740 |
2025 | 1,783 |
2026 | 1,778 |
Thereafter | 18,173 |
Total undiscounted lease payments | 27,038 |
Less: imputed interest | (14,044) |
Total | $ 12,994 |
LEASES - Schedule of weighted a
LEASES - Schedule of weighted average remaining lease term and discount rate (Details) | Sep. 30, 2022 |
Leases [Abstract] | |
Weighted-average remaining lease term (in years) | 24 years 8 months 12 days |
Weighted-average discount rate | 6.93% |
LEASES - Schedule of supplement
LEASES - Schedule of supplemental cash flow information related to leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities | |
Operating cash flows | $ 1,308 |
Lease liabilities arising from obtaining right-of-use assets | $ 13,578 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | Sep. 25, 2020 | Sep. 01, 2020 | Mar. 01, 2019 | Sep. 30, 2022 | Dec. 31, 2021 |
Warrants [Line Items] | |||||
Warrant outstanding (in shares) | 24,625,000 | 24,625,000 | |||
Ordinary shares per share (in USD per share) | $ 18 | ||||
Legacy issued warrants shares (in shares) | 1,488,862 | ||||
Subscription price per share (in USD per share) | $ 0.95 | ||||
Warrants graded vesting period | 18 months | ||||
EDGE Agreement | |||||
Warrants [Line Items] | |||||
Issued warrants | 687,219 | ||||
Maximum | |||||
Warrants [Line Items] | |||||
Subscription price per share (in USD per share) | $ 1.22 | ||||
Minimum | |||||
Warrants [Line Items] | |||||
Subscription price per share (in USD per share) | $ 0.99 | ||||
Private warrants | |||||
Warrants [Line Items] | |||||
Public Warrant per share (in USD per share) | $ 11.50 | $ 11.50 | |||
Public warrants | |||||
Warrants [Line Items] | |||||
Warrants exchanged (in shares) | 14,375,000 | 14,375,000 | |||
Public Warrant per share (in USD per share) | $ 0.01 | ||||
Private Warrants | |||||
Warrants [Line Items] | |||||
Private warrant (in shares) | 10,250,000 | 10,250,000 |
FAIR VALUE MEASUREMENT - Narrat
FAIR VALUE MEASUREMENT - Narrative (Details) kr / shares in Units, $ / shares in Units, $ in Thousands, kr in Millions | 9 Months Ended | |||||||
Feb. 16, 2021 USD ($) shares | Feb. 16, 2021 USD ($) kr / shares | Nov. 11, 2020 USD ($) shares | Nov. 11, 2020 USD ($) kr / shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares | Feb. 16, 2021 NOK (kr) | Nov. 11, 2020 NOK (kr) | |
Fair Value Measurement [Line Items] | ||||||||
Fair value of private warrants | $ 94,712 | $ 49,124 | ||||||
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 | $ 7,500 | kr 7,500 | $ 7,500 | kr 7,500 | kr 64.1 | kr 71.5 | ||
Cash contribution | $ 7,500 | |||||||
Warrant issued (in shares) | shares | 92,500,000 | |||||||
Preferred share preference amount | $ 14,900 | |||||||
Ordinary shares (in shares) | shares | 1,489,500 | |||||||
Alussa | ||||||||
Fair Value Measurement [Line Items] | ||||||||
Preferred share preference amount | $ 7,500 | |||||||
Private warrants | ||||||||
Fair Value Measurement [Line Items] | ||||||||
Expected term | 3 years 9 months 10 days | 4 years 6 months 10 days | ||||||
Private warrants | ||||||||
Fair Value Measurement [Line Items] | ||||||||
Exercise price (in USD per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||
Share price (in USD per share) | $ / shares | $ 14.24 | $ 11.18 | ||||||
Fair value of private warrants | $ 94,700 | $ 49,100 |
FAIR VALUE MEASUREMENT - Schedu
FAIR VALUE MEASUREMENT - Schedule of financial assets and liabilities at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Convertible Note | $ 20,498 | $ 20,231 |
Liabilities: | ||
Derivative, Fair Value, Net | 94,712 | 49,124 |
Private warrants | ||
Liabilities: | ||
Derivative, Fair Value, Net | 94,700 | 49,100 |
Level 1 | ||
Assets: | ||
Convertible Note | 0 | 0 |
Liabilities: | ||
Warrant Liabilities | 0 | 0 |
Level 2 | ||
Assets: | ||
Convertible Note | 0 | 0 |
Liabilities: | ||
Warrant Liabilities | 0 | 0 |
Level 3 | ||
Assets: | ||
Convertible Note | 20,498 | 20,231 |
Liabilities: | ||
Warrant Liabilities | $ 94,712 | $ 49,124 |
FAIR VALUE MEASUREMENT - Sche_2
FAIR VALUE MEASUREMENT - Schedule of changes in the level 3 instruments measured at fair value (Details) - Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Redeemable Preferred Shares | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance (beginning of period) | $ 7,574 | |
Additions | 7,500 | |
Fair value measurement adjustments | (74) | |
Foreign currency exchange effects | 0 | |
Settlements | (15,000) | |
Balance (end of period) | 0 | |
Convertible Note | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance (beginning of period) | $ 20,231 | 0 |
Additions | 0 | 0 |
Fair value measurement adjustments | 267 | 0 |
Foreign currency exchange effects | 0 | 0 |
Settlements | 0 | 0 |
Balance (end of period) | 20,498 | 0 |
Private Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance (beginning of period) | 49,124 | 0 |
Additions | 0 | 27,265 |
Fair value measurement adjustments | 45,588 | 11,173 |
Foreign currency exchange effects | 0 | 0 |
Settlements | 0 | 0 |
Balance (end of period) | $ 94,712 | $ 38,438 |
SHARESHOLDERS' EQUITY (Details)
SHARESHOLDERS' EQUITY (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||||
Jul. 13, 2021 | Jul. 09, 2021 | May 31, 2022 | Jun. 16, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jul. 10, 2021 | Dec. 01, 2020 | Sep. 11, 2019 | |
Shareholders' Equity [Line Items] | ||||||||||
Ordinary share capital, shares authorized (in shares) | 245,000,000 | 245,000,000 | 245,000,000 | |||||||
Ordinary shares, outstanding (in shares) | 116,703,504 | 116,853,504 | ||||||||
Vote per share | one | |||||||||
Deferred income | $ 1,306,000 | $ 1,380,000 | ||||||||
Additional exceed shares percentage | 10% | |||||||||
Share based compensation arrangement by share-based payment award, award exercise period | 5 years | |||||||||
CEO granted awarded options to acquire shares (in shares) | 3,800,000 | |||||||||
Research, development, and innovation in environmental technology | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
Deferred income | $ 1,300,000 | $ 1,400,000 | $ 0 | |||||||
RSUs | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
RSUs granted shares (in shares) | 81,191 | |||||||||
Share-Based Payment Arrangement, Option | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
Options forfeited shares (in shares) | 166,777 | |||||||||
CEO Option Awards | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
CEO granted awarded options to acquire shares (in shares) | 850,000 | |||||||||
Exercise price (in USD per share) | $ 10 | |||||||||
CEO Option Awards were deemed probable amount | 94,444 | |||||||||
Incentive Stock Option Plan | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
Ordinary shares issued (in shares) | 895,190 | |||||||||
Ordinary shares (in shares) | 895,190 | |||||||||
Awards exercised shares (in shares) | 300,352 | |||||||||
Non-executive employee | Incentive Stock Option Plan | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
Lock-up period | 1 year | |||||||||
Executive employee | Incentive Stock Option Plan | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
Lock-up period | 2 years | |||||||||
Share repurchase program | ||||||||||
Shareholders' Equity [Line Items] | ||||||||||
Repurchase authorized shares (in shares) | 150,000 | |||||||||
Percentage of current outstanding share capital | 0.13% | |||||||||
Purchased ordinary shares (in shares) | 150,000 | |||||||||
Average price per share (in USD per share) | $ 6.97 |
GOVERNMENT GRANTS (Details)
GOVERNMENT GRANTS (Details) kr in Millions | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Mar. 01, 2021 USD ($) | Mar. 01, 2021 NOK (kr) | Feb. 12, 2021 USD ($) | Feb. 12, 2021 NOK (kr) | |
Government Grants [Line Items] | |||||||
Grants receivable | $ 4,600,000 | kr 39 | |||||
First milestone percentage | 30% | ||||||
Deferred income | $ 1,306,000 | $ 1,380,000 | |||||
Initial payment | 11,900,000 | ||||||
Other income | (1,400,000) | ||||||
Construction in process | 10,500,000 | ||||||
Construction And Pilot Plan | |||||||
Government Grants [Line Items] | |||||||
Grants receivable | $ 16,500,000 | kr 142 | |||||
Milestone two | |||||||
Government Grants [Line Items] | |||||||
Percentage of milestone met | 50% | ||||||
Research, development, and innovation in environmental technology | |||||||
Government Grants [Line Items] | |||||||
Deferred income | $ 1,300,000 | $ 1,400,000 | $ 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective rate of tax | 0% | 0% | 0% | 0% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Line Items] | ||||||
Consulting services provided | $ 4,000,000 | $ 4,300,000 | ||||
Deferred income | $ 1,306,000 | $ 1,306,000 | $ 1,380,000 | |||
Income (loss) from equity method investments | 668,000 | 0 | 1,131,000 | 0 | ||
Metier | ||||||
Related Party Transactions [Line Items] | ||||||
Consulting services provided | 1,300,000 | 1,100,000 | 4,100,000 | 3,500,000 | ||
Unpaid amount | 700,000 | 700,000 | 300,000 | |||
FREYR KSP JV | ||||||
Related Party Transactions [Line Items] | ||||||
Initial cost | $ 3,000,000 | 3,000,000 | ||||
Income (loss) from equity method investments | 2,300,000 | |||||
Incurred expenses | $ (1,100,000) | |||||
Equity method investment | ||||||
Related Party Transactions [Line Items] | ||||||
Common stock ownership | 50% | 50% | ||||
Consulting agreement | ||||||
Related Party Transactions [Line Items] | ||||||
Consulting services provided | $ 100,000 | 100,000 | $ 400,000 | 100,000 | ||
Unpaid amount | 100,000 | 100,000 | 100,000 | |||
Research, development, and innovation in environmental technology | ||||||
Related Party Transactions [Line Items] | ||||||
Deferred income | $ 1,300,000 | $ 0 | $ 1,300,000 | $ 0 | $ 1,400,000 | |
Forecast | ||||||
Related Party Transactions [Line Items] | ||||||
Annual fee | $ 400,000 |
CONVERTIBLE NOTE (Details)
CONVERTIBLE NOTE (Details) $ in Millions | Oct. 08, 2021 USD ($) |
Debt Disclosure [Abstract] | |
Unsecured convertible note | $ 20 |
Annual interest rate | 5% |
Convertible note, control provision, repayment scaling | 1.75 |
NET LOSS PER SHARE - Schedule o
NET LOSS PER SHARE - Schedule of basic and diluted net income (loss) per share attributable to ordinary shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Basic (in USD per share) | $ (93,850) | $ (45,419) | $ (124,086) | $ (65,342) |
Diluted (in USD per share) | $ (93,850) | $ (45,419) | $ (124,086) | $ (65,342) |
Denominator: | ||||
Basic (in shares) | 116,704,000 | 108,713,000 | 116,795,000 | 61,467,000 |
Diluted (in shares) | 116,704,000 | 108,713,000 | 116,795,000 | 61,467,000 |
Net loss per share: | ||||
Basic (in USD per share) | $ (0.80) | $ (0.42) | $ (1.06) | $ (1.06) |
Diluted (in USD per share) | $ (0.80) | $ (0.42) | $ (1.06) | $ (1.06) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of diluted net loss per share as the impact would be anti-dilutive (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||||
Total | 33,240,000 | 30,572,000 | 33,240,000 | 30,572,000 |
Share-based payment arrangement (in shares) | 140,597 | 140,597 | ||
Share-based compensation arrangement, shares outstanding (in shares) | 707,532 | 707,532 | ||
Excluded option awards (in shares) | 755,556 | 755,556 | ||
Total option awards (in shares) | 850,000 | 850,000 | ||
Public Warrants | ||||
Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||||
Total | 14,375,000 | 14,375,000 | 14,375,000 | 14,375,000 |
Private Warrants | ||||
Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||||
Total | 10,250,000 | 10,250,000 | 10,250,000 | 10,250,000 |
EDGE warrants | ||||
Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||||
Total | 2,176,000 | 2,176,000 | 2,176,000 | 2,176,000 |
Share based compensation liability awards | ||||
Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||||
Total | 567,000 | 0 | 567,000 | 0 |
Employee awards | ||||
Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||||
Total | 5,697,000 | 3,358,000 | 5,697,000 | 3,358,000 |
RSUs | ||||
Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||||
Total | 81,000 | 0 | 81,000 | 0 |
CEO option awards | ||||
Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||||
Total | 94,000 | 0 | 94,000 | 0 |
Other nonemployee warrants | ||||
Schedule of diluted net loss per share as the impact would be anti-dilutive [Line Items] | ||||
Total | 0 | 413,000 | 0 | 413,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent event - USD ($) $ in Millions | 1 Months Ended | |
Nov. 11, 2022 | Oct. 31, 2022 | |
Subsequent Event [Line Items] | ||
Cash and cash equivalents, at carrying value | $ 133.8 | |
Cash and cash equivalents, percentage | 32% | |
FREYR KSP | ||
Subsequent Event [Line Items] | ||
Capital contribution made to related party | $ 49 |