FREYR Battery (FREY) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

COVER

COVER - shares	3 Months Ended
	Mar. 31, 2023	May 04, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
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		139,705,234
Entity Central Index Key	0001844224
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
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	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 392,536	$ 443,063
Restricted cash	82,240	119,982
Prepaid assets	6,070	8,293
Other current assets	11,275	8,117
Total current assets	492,121	579,455
Property and equipment, net	265,439	210,777
Intangible assets, net	2,925	2,963
Long-term investments	22,658	0
Convertible note	0	19,954
Right-of-use asset under operating leases	23,415	14,538
Other long-term assets	14	11
Total assets	806,572	827,698
Current liabilities:
Accounts payable	11,941	6,765
Accrued liabilities and other	43,953	51,446
Share-based compensation liability	4,382	4,367
Total current liabilities	60,276	62,578
Warrant liability	32,439	33,849
Operating lease liability	18,884	11,144
Other long-term liabilities	20,000	0
Total liabilities	131,599	107,571
Commitments and contingencies
Shareholders’ equity:
Ordinary share capital, no par value, 245,000 ordinary shares authorized and 139,854 and 139,705 ordinary shares issued and outstanding, respectively, as of both March 31, 2023 and December 31, 2022	139,854	139,854
Additional paid-in capital	774,069	772,602
Treasury stock	(1,041)	(1,041)
Accumulated other comprehensive (loss) income	(24,624)	9,094
Accumulated deficit	(215,780)	(203,054)
Total ordinary shareholders' equity	672,478	717,455
Non-controlling interests	2,495	2,672
Total equity	674,973	720,127
Total liabilities and equity	$ 806,572	$ 827,698

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Mar. 31, 2023	Dec. 31, 2022
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	245,000
Ordinary share capital, shares issued (in shares)	139,854	139,854
Ordinary share capital, shares outstanding (in shares)	139,705	139,705

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating expenses:
General and administrative	$ 30,002	$ 24,614
Research and development	4,844	2,859
Share of net loss of equity method investee	25	167
Total operating expenses	34,871	27,640
Loss from operations	(34,871)	(27,640)
Other income (expense):
Warrant liability fair value adjustment	1,405	(8,688)
Convertible note fair value adjustment	1,074	221
Interest income, net	3,003	15
Foreign currency transaction gain (loss)	16,048	(331)
Other income, net	641	1,516
Total other income (expense)	22,171	(7,267)
Loss before income taxes	(12,700)	(34,907)
Income tax expense	(203)	0
Net loss	(12,903)	(34,907)
Net loss attributable to non-controlling interests	177	0
Net loss attributable to ordinary shareholders	$ (12,726)	$ (34,907)
Weighted average ordinary shares outstanding - basic and diluted
Weighted average ordinary shares outstanding - basic (in shares)	139,705,000	116,854,000
Weighted average ordinary shares outstanding - diluted (in shares)	139,705,000	116,854,000
Net loss attributable to ordinary shareholders per share - basic and diluted
Net loss attributable to ordinary shareholders per share - basic (in USD per share)	$ (0.09)	$ (0.30)
Net loss attributable to ordinary shareholders per share - diluted (in USD per share)	$ (0.09)	$ (0.30)
Other comprehensive loss:
Net loss	$ (12,903)	$ (34,907)
Foreign currency translation adjustments	(33,718)	333
Total comprehensive loss	(46,621)	(34,574)
Comprehensive loss attributable to non-controlling interests	177	0
Comprehensive loss attributable to ordinary shareholders	$ (46,444)	$ (34,574)

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Ordinary Shares	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Accumulated Deficit	Non-controlling interests
Shares outstanding, beginning balance (in shares) at Dec. 31, 2021		116,854
Equity, beginning balance at Dec. 31, 2021	$ 545,485	$ 116,854	$ 533,418	$ (524)	$ 0	$ (104,263)	$ 0
Share-based compensation expense	850		850
Net loss	(34,907)					(34,907)
Other comprehensive income (loss)	333			333
Shares outstanding, ending balance (in shares) at Mar. 31, 2022		116,854
Equity, ending balance at Mar. 31, 2022	$ 511,761	$ 116,854	534,268	(191)	0	(139,170)	0
Shares outstanding, beginning balance (in shares) at Dec. 31, 2022	139,705	139,854
Equity, beginning balance at Dec. 31, 2022	$ 720,127	$ 139,854	772,602	9,094	(1,041)	(203,054)	2,672
Share-based compensation expense	1,462		1,462
Net loss	(12,903)					(12,726)	(177)
Reclassification of warrants from liability classified to equity classified	5		5
Other comprehensive income (loss)	$ (33,718)			(33,718)
Shares outstanding, ending balance (in shares) at Mar. 31, 2023	139,705	139,854
Equity, ending balance at Mar. 31, 2023	$ 674,973	$ 139,854	$ 774,069	$ (24,624)	$ (1,041)	$ (215,780)	$ 2,495

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
Cash flows from operating activities:
Net loss	$ (12,903)	$ (34,907)
Adjustments to reconcile net loss to cash used in operating activities:
Share-based compensation expense	1,477	2,047
Depreciation and amortization	208	92
Reduction in the carrying amount of right-of-use assets	399	285
Warrant liability fair value adjustment	(1,405)	8,688
Convertible note fair value adjustment	(1,074)	(221)
Share of net loss of equity method investee	25	167
Foreign currency transaction net unrealized gain	(15,488)	0
Changes in assets and liabilities:
Prepaid assets and other current assets	(3,403)	(4,848)
Accounts payable, accrued liabilities and other	21,477	(1,228)
Operating lease liability	(1,862)	(210)
Net cash used in operating activities	(12,549)	(30,135)
Cash flows from investing activities:
Purchases of property and equipment	(64,067)	(7,932)
Investments in equity method investee	(1,655)	(3,000)
Purchases of other long-term assets	(1,000)	0
Net cash used in investing activities	(66,722)	(10,932)
Cash flows from financing activities:
Net cash used in financing activities	0	0
Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash	(8,998)	14
Net decrease in cash, cash equivalents, and restricted cash	(88,269)	(41,053)
Cash, cash equivalents, and restricted cash at beginning of period	563,045	565,627
Cash, cash equivalents, and restricted cash at end of period	474,776	524,574
Significant non-cash investing and financing activities:
Accrued purchases of property and equipment	24,402	11,289
Reconciliation to condensed consolidated balance sheets:
Cash and cash equivalents	392,536	523,208
Restricted cash	82,240	1,366
Cash, cash equivalents, and restricted cash	$ 474,776	$ 524,574

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. Through our strategy of Speed, Scale, and Sustainability, we seek to serve our primary markets of energy storage systems (“ESS”); commercial mobility, including marine applications and commercial vehicles; and electric vehicles (“EV”). 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”). We have begun the construction of initial buildings and infrastructure for our inaugural gigafactory (“Giga Arctic”). Both the CQP and Giga Arctic are located in Mo i Rana, Norway. We have also started the development of our first clean battery cell manufacturing project in the U.S. (“Giga America”), which is located on a 368-acre parcel of land in Coweta County, Georgia that was purchased by the Company in 2022. We are also exploring a potential gigafactory site in Vaasa, Finland. As of March 31, 2023, we have not yet initiated manufacturing or derived revenue from our principal business activities. Basis of Presentation The unaudited condensed consolidated interim financial statements have been prepared in conformity with the accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, these financial statements do not include all of the information required by U.S. GAAP for complete consolidated financial statements. The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements for the year ended December 31, 2022 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 three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. The condensed consolidated balance sheet as of December 31, 2022, was derived from the audited consolidated financial statements as of December 31, 2022. However, these condensed consolidated interim 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, 2022 filed with the SEC on February 27, 2023. The condensed consolidated financial statements include the accounts of FREYR, its wholly owned subsidiaries, majority-owned subsidiaries, and variable interest entities (“VIE”) of which we are the primary beneficiary. Certain prior period balances and amounts have been reclassified to conform with the current year’s presentation. 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 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 warrant liability, share-based compensation, and the 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, 2022 filed with the SEC on February 27, 2023. T hese 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 our business combination with Alussa Energy Acquisition Corporation in 2021 and issuance of equity securities, are sufficient to support our planned operations for at least the next 12 months from the date of issuance of these financial statements. Therefore, our financial statements have been prepared on the basis that we will continue as a going concern. Restricted Cash Certain cash balances are restricted as to withdrawal or use. Restricted cash primarily consists of the balance of an account held for the construction of Giga Arctic. Additionally, restricted cash includes funds held in a restricted account for the payment of upfront rental lease deposits and government income tax withholdings. 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, 2022. Supplemental accounting policy disclosures are included above.

PROPERTY AND EQUIPMENT, NET AND

PROPERTY AND EQUIPMENT, NET AND INTANGIBLES, NET	3 Months Ended
	Mar. 31, 2023
Property, Plant And Equipment And Intangible Assets [Abstract]
PROPERTY AND EQUIPMENT, NET AND INTANGIBLES, NET	PROPERTY AND EQUIPMENT, NET AND INTANGIBLES, NET Property and Equipment, net Property and equipment, net consisted of the following (in thousands): March 31, December 31, Land $ 44,326 $ 44,326 Construction in progress 218,470 164,387 Office equipment and other 3,327 2,614 266,123 211,327 Less: Accumulated depreciation (684) (550) Total $ 265,439 $ 210,777 Land consists of a 368-acre parcel of land in Coweta County, Georgia, which was purchased in 2022 for the development of Giga America. Construction in progress primarily includes costs related to the construction of the CQP and Giga Arctic facilities and the related production equipment in Mo i Rana, Norway. Depreciation expense was $0.2 million and $0.1 million for the three months ended March 31, 2023 and 2022, respectively, and is included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Intangibles, net Intangible assets consisted of the following (in thousands): As of March 31, 2023 As of December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net License $ 3,000 $ (75) $ 2,925 $ 3,000 $ (37) $ 2,963 Intangible assets consist of a license to produce and sell lithium-iron phosphate cathode battery materials using Taiwan based Advanced Lithium Electrochemistry Co., Ltd. ’s technology. The license has a 20-year useful life. Amortization expense was $38 thousand for the three months ended March 31, 2023 (no comparative amount for the three months ended March 31, 2022). Future annual amortization expense was estimated as being $150 thousand for the full year 2023 and each of the next four years.

LONG-TERM INVESTMENTS

LONG-TERM INVESTMENTS	3 Months Ended
	Mar. 31, 2023
Long-Term Investments [Abstract]
LONG-TERM INVESTMENTS	LONG-TERM INVESTMENTS The Company’s equity investments consisted of the following (in thousands): March 31, December 31, Investment Equity method investments: Nidec Energy AS $ 1,630 $ — Investments without readily determinable fair values: 24M preferred stock 21,028 — Total Long-Term Investments $ 22,658 $ — Equity Method Investments In March 2023, the Company contributed $1.7 million to obtain a 33% equity interest in, Nidec Energy AS (the “Nidec JV”), a joint venture with Nidec Europe BV (“Nidec”). The Nidec JV was formed to develop, manufacture, and sell battery modules and battery packs for industrial and utility-grade ESS applications. The Company determined that the Nidec JV was a VIE, and that the Company was not the primary beneficiary. Additionally, the Company is able to exercise significant influence but not control over the operating and financial policies of the Nidec JV. Therefore, the Company has recorded its investment in the Nidec JV as an equity method investment. In October 2021, we formed a joint venture, with the purpose of advancing the development of clean battery cell manufacturing in the U.S. (the “U.S. JV”). At the time of this initial investment, the Company agreed to contribute $3.0 million for the initial costs related to developing the first gigafactory to project concept selection, and this contribution was made in January 2022. We held a 50% common stock ownership in the U.S. JV and utilized the equity method of accounting for the U.S. JV through October 2022. In November 2022, the Company contributed an additional $49.0 million to the U.S. JV, increasing the Company’s common share ownership in the U.S. JV to 95%. During the three months ended March 31, 2023, the Company made an additional $22.6 million contribution and increased its common share ownership to 96%. The Company reevaluated its classification of the U.S. JV, which was determined to meet the characteristics of a VIE. The Company was deemed to be the primary beneficiary of the U.S. JV and began consolidating the U.S. JV in November 2022. For the three months ended March 31, 2023 and 2022, the Company recognized its share of net loss of equity method investee in the condensed consolidated statements of operations and comprehensive loss of $25 thousand related to the Company’s equity method investment in the Nidec JV and $167 thousand related to the Company’s equity method investment in the U.S. JV, respectively. Equity Investments Without Readily Determinable Fair Values On October 8, 2021, we invested in an unsecured convertible note receivable (the “Convertible Note”) from 24M Technologies, Inc. (“24M”), our battery platform technology licensor for our planned manufacturing facilities in Norway and the U.S. In December 2022, we signed a contract amendment that would result in the Convertible Note converting to preferred stock in March 2023 based on the contractual conversion price in the original contract. On March 24, 2023, we converted the Convertible Note to preferred stock of 24M. See Note 7 – Fair Value Measurement for further details. The 24M preferred stock does not have a readily determinable fair value and does not provide the Company with control or significant influence. Therefore, the Company has elected to account for the 24M preferred stock under the measurement alternative, defined as cost, less impairment, adjusted for subsequent observable price changes. We assess relevant transactions that occur on or before the balance sheet date to identify observable price changes, and we regularly monitor these investments to evaluate whether there is an indication that the investment is impaired.

ACCRUED LIABILITIES AND OTHER

ACCRUED LIABILITIES AND OTHER	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
ACCRUED LIABILITIES AND OTHER	ACCRUED LIABILITIES AND OTHER Accrued liabilities and other consisted of the following (in thousands): March 31, December 31, Accrued purchases $ 26,173 $ 34,932 Accrued payroll and payroll related expenses 14,491 12,936 Operating lease liabilities 3,036 3,257 Accrued other operating costs 253 321 Total $ 43,953 $ 51,446

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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, 2023
Warrants and Rights Note Disclosure [Abstract]
WARRANTS	WARRANTS Public and Private Warrants As of March 31, 2023 and December 31, 2022, we had 24.6 million warrants outstanding (the “Warrants”), consisting of 14.6 million public warrants (the “Public Warrants”) and 10.0 million 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. 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 a certain holder 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 therefore, they are liability classified. The Private Warrants are presented as warrant liability on the condensed consolidated balance sheets. If Private Warrants are sold or transferred to another party that is not the specified holder or any of its permitted transferees, the Private Warrants become Public Warrants and qualify for classification within shareholders’ equity at the fair value on the date of the transfer. See also Note 7 – Fair Value Measurement. EDGE Warrants As of March 31, 2023 and December 31, 2022, we had 2.2 million EDGE warrants outstanding and exercisable, which entitle the holder thereof to purchase one of our ordinary shares at the exercise price, subject to adjustments. The EDGE warrants consist of 1.5 million warrants with an exercise price of $0.95 which expire on May 15, 2024 and 687 thousand warrants with an exercise price of $1.22, which expire on September 30, 2025. We determined that the EDGE warrants are equity classified as they are indexed to our ordinary shares.

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT	3 Months Ended
	Mar. 31, 2023
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): March 31, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Convertible Note $ — $ — $ — $ — $ — $ — $ 19,954 $ 19,954 Liabilities: Warrant Liabilities $ — $ — $ 32,439 $ 32,439 $ — $ — $ 33,849 $ 33,849 We measured our Private Warrants and the Convertible Note 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. These valuations used assumptions and estimates that we believed a market participant would use in making the same valuation. Changes in the fair value of the Private Warrants 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 were recognized as a convertible note fair value adjustment within the condensed consolidated statement of operations and comprehensive loss. As of March 31, 2023 and December 31, 2022, the carrying value of all other financial assets and liabilities approximated their respective fair values. Private Warrants The Private Warrants outstanding on March 31, 2023 and December 31, 2022, were valued using the Black-Scholes-Merton option pricing model. See Note 6 – Warrants above for further detail. Our use of the Black-Scholes-Merton option pricing model for the Private Warrants as of March 31, 2023 and December 31, 2022, required the use of subjective assumptions: • The risk-free interest rate assumption was based on the U.S. Treasury Rates commensurate with the contractual terms of the Private Warrants. • The expected term was determined based on the expiration date of the Private Warrants. • 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 each of the risk-free interest rate, expected term, or expected volatility, in isolation, would increase the fair value measurement, and a decrease in each of these assumptions would decrease the fair value measurement, of the Private Warrants. Using this approach, an exercise price of $11.50 and a share price of $8.89 and $8.68 as of March 31, 2023 and December 31, 2022, respectively, we determined that the fair value of the Private Warrants was $32.4 million and $33.8 million, respectively. Convertible Note On October 8, 2021, we invested $20.0 million in the Convertible Note and elected to account for the Convertible Note using the fair value option. The Convertible Note was scheduled to mature on October 8, 2024, carried an annual interest rate of 5%, and was convertible into common stock or preferred stock at our option beginning on October 8, 2023 or automatically upon certain events. In December 2022, we signed a contract amendment that would result in the Convertible Note converting to preferred stock in March 2023, based on the contractual conversion price in the original contract. We determined the fair value of the Convertible Note, prior to its conversion to preferred stock of 24M. See Note 3 – Long-Term Investments for further details. The Convertible Note was valued using a scenario-based framework, where the fair value determined in various scenarios were weighted based on the estimated probability of occurrence. Within each scenario, a discounted cash flow approach was utilized, taking the expected payoff for the event, and discounting it based on the expected timing and a discount rate. Each of the assumptions in this model were considered significant assumptions. Rollforward of Level 3 Fair Value The changes in the Level 3 instruments measured at fair value on a recurring basis were as follows (in thousands): For the three months ended Asset Liability Convertible Note Private Warrants Balance (beginning of period) $ 19,954 $ 33,849 Fair value measurement adjustments 1,074 (1,405) Conversion to preferred stock (21,028) — Reclassification to Public Warrants — (5) Balance (end of period) $ — $ 32,439

SHAREHOLDERS' EQUITY

SHAREHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
SHAREHOLDERS’ EQUITY	SHAREHOLDERS' EQUITY Ordinary Shares As of March 31, 2023 and December 31, 2022, 245.0 million ordinary shares without par value were authorized and 139.7 million were outstanding. Holders of ordinary shares are entitled to one vote per share and to receive dividends when, as, and if, declared by our Board of Directors. As of March 31, 2023, we have not declared any dividends. In December 2022, FREYR closed a public offering of 23.0 million ordinary shares at an offering price of $11.50 per share for total gross proceeds of approximately $264.5 million. 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 thousand of the Company’s Ordinary Shares. The Share Repurchase Program had no time limit and was able to be suspended or discontinued at any time. We purchased 150 thousand ordinary shares at an average price of $6.97 per share, excluding fees, during the three months ended June 30, 2022. No purchases were made during the three months ended March 31, 2023 and 2022. As of March 31, 2023, the authorized share repurchase was completed and no ordinary shares remain available for repurchase under the program. Share-Based Compensation 2021 Plan In June 2021, we adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance units, and performance shares to our employees, directors, and consultants. Generally, our stock options and RSUs vest annually over three years and our stock options are exercisable over a maximum period of five years from their grant dates. Options are typically forfeited when the employment relationship ends for employees and they do not typically forfeit for directors. Generally, our RSUs are liability-classified awards, as they are cash settled based on the closing price of the shares on the vesting date. All exercised options are expected to be settled in shares, net of shares withheld to satisfy the award exercise price and related taxes. During the three months ended March 31, 2023, 640 thousand options were granted to employees and directors, 35 thousand RSUs were granted, and 36 thousand options were forfeited. 2019 Plan FREYR Legacy had an Incentive Stock Option Plan (the “2019 Plan”) issued on September 11, 2019. All stock options and warrants granted under the 2019 Plan are fully vested and no further awards can be issued. Certain of the outstanding awards under the 2019 Plan are currently required to be cash settled, and the remaining awards will be required to be cash settled as of July 9, 2023. 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 condensed 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 three months ended March 31, 2023, 9 thousand of the 2019 Plan awards were exercised. 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. In accordance with the stock option agreement, on July 13, 2021 our CEO was granted 850 thousand options to acquire our shares at an exercise price of $10.00 (the “CEO Options”). The CEO Options are subject to nine separate performance criteria, each of which is related to 1/9 th

GOVERNMENT GRANTS

GOVERNMENT GRANTS	3 Months Ended
	Mar. 31, 2023
Government Assistance [Abstract]
GOVERNMENT GRANTS	GOVERNMENT GRANTS For the three months ended March 31, 2023 and 2022, we recognized grant income of zero and $1.4 million, respectively, in other income, net within the condensed consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2023 and 2022, we recorded grant income of zero and $4.9 million, respectively, as a reduction of property and equipment, net on our condensed consolidated balance sheets, as these grants partially offset capitalized costs related to the construction in progress for the CQP. As of March 31, 2023 and December 31, 2022, we had $0.3 million and $0.2 million, respectively, in short-term deferred income from grants recorded in accrued liabilities and other on our condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, we had $20.0 million and zero, respectively, in long-term deferred income from grants recorded in other long-term liabilities on our condensed consolidated balance sheets. Significant Grant Awards

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2023
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. The Company has incurred operating losses in each year since inception, and maintains a full valuation allowance against its loss carryforwards and other deferred tax assets. The Company and certain of its operating subsidiaries generate taxable income in certain jurisdictions or taxable foreign company U.S. sourced income. The Company’s effective income tax rate was 2% and 0% for the three months ended March 31, 2023 and 2022, respectively.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS Consulting Agreement In May 2021, we entered into a consulting agreement with a member of the Board of Directors. Per this agreement, the consultant will provide services for a term of three years. During this term, we will pay the consultant an annual fee of $0.4 million plus expenses. The expenses incurred for consulting services for the three months ended March 31, 2023 and 2022 were $0.1 million and $0.2 million, respectively. These expenses are recognized as general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. The unpaid amounts of less than $0.1 million is recognized in accrued liabilities and other as of March 31, 2023 and December 31, 2022.

NET LOSS PER SHARE

NET LOSS PER SHARE	3 Months Ended
	Mar. 31, 2023
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 months ended March 31, 2023 and 2022 was computed by dividing net loss attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding. 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, 2023 and 2022, the treasury stock method was used to assess our warrants and share-based payment awards. The computation of basic and diluted net loss attributable to ordinary shareholders per share is as follows (in thousands, except per share data): Three months ended 2023 2022 Numerator: Net loss attributable to ordinary shareholders – basic and diluted $ (12,726) $ (34,907) Denominator: Weighted average ordinary shares outstanding – basic and diluted 139,705 116,854 Net loss attributable to ordinary shareholders per share – basic and diluted $ (0.09) $ (0.30) The outstanding securities that could potentially dilute basic net loss attributable to ordinary shareholders per share in the future that were not included in the computation of diluted net loss attributable to ordinary shareholders per share as the impact would be anti-dilutive are as follows (in thousands): Three months ended 2023 2022 Public Warrants 14,608 14,375 Private Warrants 10,017 10,250 EDGE warrants 2,176 2,176 Employee awards 6,467 2,081 Share-based compensation liability awards (1) 567 1,008 CEO option awards (2) 94 94 Total 33,929 29,984 (1) Share-based compensation liability awards exclude 101 thousand of the total outstanding 668 thousand option and warrant liability awards, as these awards are required to be cash-settled. See Note 8 – Shareholders' Equity for further details. (2) For the three months ended March 31, 2023 and 2022, the Company excluded 756 thousand of the total 850 thousand CEO option awards, as it is not yet probable that the performance conditions for these options will be achieved.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The unaudited condensed consolidated interim financial statements have been prepared in conformity with the accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, these financial statements do not include all of the information required by U.S. GAAP for complete consolidated financial statements. The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements for the year ended December 31, 2022 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 three months ended March 31, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. The condensed consolidated balance sheet as of December 31, 2022, was derived from the audited consolidated financial statements as of December 31, 2022. However, these condensed consolidated interim 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, 2022 filed with the SEC on February 27, 2023. The condensed consolidated financial statements include the accounts of FREYR, its wholly owned subsidiaries, majority-owned subsidiaries, and variable interest entities (“VIE”) of which we are the primary beneficiary. Certain prior period balances and amounts have been reclassified to conform with the current year’s presentation.
Use of Estimates	Use of EstimatesThe preparation of the condensed consolidated financial statements in accordance with U.S. 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 warrant liability, share-based compensation, and the 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.
Restricted Cash	Restricted Cash Certain cash balances are restricted as to withdrawal or use. Restricted cash primarily consists of the balance of an account held for the construction of Giga Arctic. Additionally, restricted cash includes funds held in a restricted account for the payment of upfront rental lease deposits and government income tax withholdings.

PROPERTY AND EQUIPMENT, NET A_2

PROPERTY AND EQUIPMENT, NET AND INTANGIBLES, NET (Tables)	3 Months Ended
	Mar. 31, 2023
Property, Plant And Equipment And Intangible Assets [Abstract]
Schedule of Property and Equipment	Property and equipment, net consisted of the following (in thousands): March 31, December 31, Land $ 44,326 $ 44,326 Construction in progress 218,470 164,387 Office equipment and other 3,327 2,614 266,123 211,327 Less: Accumulated depreciation (684) (550) Total $ 265,439 $ 210,777
Schedule of Intangible Assets	Intangible assets consisted of the following (in thousands): As of March 31, 2023 As of December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net License $ 3,000 $ (75) $ 2,925 $ 3,000 $ (37) $ 2,963

LONG-TERM INVESTMENTS (Tables)

LONG-TERM INVESTMENTS (Tables)	3 Months Ended
	Mar. 31, 2023
Long-Term Investments [Abstract]
Schedule of Equity Investments	The Company’s equity investments consisted of the following (in thousands): March 31, December 31, Investment Equity method investments: Nidec Energy AS $ 1,630 $ — Investments without readily determinable fair values: 24M preferred stock 21,028 — Total Long-Term Investments $ 22,658 $ —

ACCRUED LIABILITIES AND OTHER (

ACCRUED LIABILITIES AND OTHER (Tables)	3 Months Ended
	Mar. 31, 2023
Payables and Accruals [Abstract]
Schedule of Accrued Liabilities and Other	Accrued liabilities and other consisted of the following (in thousands): March 31, December 31, Accrued purchases $ 26,173 $ 34,932 Accrued payroll and payroll related expenses 14,491 12,936 Operating lease liabilities 3,036 3,257 Accrued other operating costs 253 321 Total $ 43,953 $ 51,446

FAIR VALUE MEASUREMENT (Tables)

FAIR VALUE MEASUREMENT (Tables)	3 Months Ended
	Mar. 31, 2023
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): March 31, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Convertible Note $ — $ — $ — $ — $ — $ — $ 19,954 $ 19,954 Liabilities: Warrant Liabilities $ — $ — $ 32,439 $ 32,439 $ — $ — $ 33,849 $ 33,849
Schedule of Changes in the Level 3 Assets Measured at Fair Value	The changes in the Level 3 instruments measured at fair value on a recurring basis were as follows (in thousands): For the three months ended Asset Liability Convertible Note Private Warrants Balance (beginning of period) $ 19,954 $ 33,849 Fair value measurement adjustments 1,074 (1,405) Conversion to preferred stock (21,028) — Reclassification to Public Warrants — (5) Balance (end of period) $ — $ 32,439
Schedule of Changes in the Level 3 Liabilities Measured at Fair Value	The changes in the Level 3 instruments measured at fair value on a recurring basis were as follows (in thousands): For the three months ended Asset Liability Convertible Note Private Warrants Balance (beginning of period) $ 19,954 $ 33,849 Fair value measurement adjustments 1,074 (1,405) Conversion to preferred stock (21,028) — Reclassification to Public Warrants — (5) Balance (end of period) $ — $ 32,439

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Net Loss per Share Attributable to Ordinary Shareholders	Three months ended 2023 2022 Numerator: Net loss attributable to ordinary shareholders – basic and diluted $ (12,726) $ (34,907) Denominator: Weighted average ordinary shares outstanding – basic and diluted 139,705 116,854 Net loss attributable to ordinary shareholders per share – basic and diluted $ (0.09) $ (0.30)
Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share	Three months ended 2023 2022 Public Warrants 14,608 14,375 Private Warrants 10,017 10,250 EDGE warrants 2,176 2,176 Employee awards 6,467 2,081 Share-based compensation liability awards (1) 567 1,008 CEO option awards (2) 94 94 Total 33,929 29,984 (1) Share-based compensation liability awards exclude 101 thousand of the total outstanding 668 thousand option and warrant liability awards, as these awards are required to be cash-settled. See Note 8 – Shareholders' Equity for further details. (2) For the three months ended March 31, 2023 and 2022, the Company excluded 756 thousand of the total 850 thousand 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)	Mar. 31, 2023 a
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Area of Land	368

PROPERTY AND EQUIPMENT, NET A_3

PROPERTY AND EQUIPMENT, NET AND INTANGIBLES, NET - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant And Equipment And Intangible Assets [Abstract]
Land	$ 44,326	$ 44,326
Construction in progress	218,470	164,387
Office equipment and other	3,327	2,614
Property and equipment, gross	266,123	211,327
Less: Accumulated depreciation	(684)	(550)
Total	$ 265,439	$ 210,777

PROPERTY AND EQUIPMENT, NET A_4

PROPERTY AND EQUIPMENT, NET AND INTANGIBLES, NET - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) a	Mar. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Area of Land | a	368
Depreciation expense	$ 200	$ 100
Amortization of intangible assets	38	$ 0
Intangible asset, expected amortization, year one	150
Intangible asset, expected amortization, year two	150
Intangible asset, expected amortization, year three	150
Intangible asset, expected amortization, year four	150
Intangible asset, expected amortization, year five	$ 150
License
Finite-Lived Intangible Assets [Line Items]
Intangible asset, estimated useful life	20 years

PROPERTY AND EQUIPMENT, NET A_5

PROPERTY AND EQUIPMENT, NET AND INTANGIBLES, NET - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Net Carrying Amount	$ 2,925	$ 2,963
License
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,000	3,000
Accumulated Amortization	(75)	(37)
Net Carrying Amount	$ 2,925	$ 2,963

LONG-TERM INVESTMENTS - Schedul

LONG-TERM INVESTMENTS - Schedule Of Equity Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Equity method investments:
Nidec Energy AS	$ 1,630	$ 0
Investments without readily determinable fair values:
24M preferred stock	21,028	0
Total Long-Term Investments	$ 22,658	$ 0

LONG-TERM INVESTMENTS - Narrati

LONG-TERM INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands		1 Months Ended		3 Months Ended
	Nov. 07, 2022	Mar. 31, 2023	Oct. 31, 2021	Mar. 31, 2023	Mar. 31, 2022	Oct. 31, 2022
Schedule of Equity Method Investments [Line Items]
Equity method investment, contributions				$ 1,655	$ 3,000
Share of net loss of equity method investee				$ 25	167
Nidec Energy AS
Schedule of Equity Method Investments [Line Items]
Equity method investment, contributions		$ 1,700
Equity method investment, ownership percentage		33%		33%
Share of net loss of equity method investee				$ 25
Freyr Battery US, LLC
Schedule of Equity Method Investments [Line Items]
Equity method investment, contributions	$ 49,000		$ 3,000	$ 22,600
Equity method investment, ownership percentage	95%	96%		96%		50%
Share of net loss of equity method investee					$ 167

ACCRUED LIABILITIES AND OTHER_2

ACCRUED LIABILITIES AND OTHER (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued purchases	$ 26,173	$ 34,932
Accrued payroll and payroll related expenses	$ 14,491	12,936
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Total
Operating lease liabilities	$ 3,036	3,257
Accrued other operating costs	253	321
Total	$ 43,953	$ 51,446

WARRANTS (Details)

WARRANTS (Details) - $ / shares			3 Months Ended
	Sep. 25, 2020	Mar. 01, 2019	Mar. 31, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares)			24,600,000	24,600,000
Warrant, number of shares called by each warrant (in shares)			1
Warrant, exercice price (in USD per share)			$ 11.50
EDGE warrants | Non-employee
Class of Warrant or Right [Line Items]
Awards outstanding (in shares)			2,200,000	2,200,000
Awards exercisable (in shares)			2,200,000	2,200,000
Warrant, awards issued (in shares)	687,000	1,500,000
Warrant, exercise price (in USD per share)	$ 1.22	$ 0.95
Public warrants
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares)			14,600,000	14,600,000
Warrant, redemption price (in USD per share)			$ 0.01
Warrant, minimum prior written notice			30 days
Warrant, redemption, price trigger (in USD per share)			$ 18
Warrant, threshold trading days			20 days
Warrant, threshold consecutive trading days			30 days
Private warrants
Class of Warrant or Right [Line Items]
Warrant outstanding (in shares)			10,000,000	10,000,000

FAIR VALUE MEASUREMENT - Schedu

FAIR VALUE MEASUREMENT - Schedule of Financial Assets and Liabilities at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Warrant Liabilities
Liabilities:
Warrant Liabilities	$ 32,439	$ 33,849
Convertible Note
Assets:
Convertible Note	0	19,954
Level 1 | Warrant Liabilities
Liabilities:
Warrant Liabilities	0	0
Level 1 | Convertible Note
Assets:
Convertible Note	0	0
Level 2 | Warrant Liabilities
Liabilities:
Warrant Liabilities	0	0
Level 2 | Convertible Note
Assets:
Convertible Note	0	0
Level 3 | Warrant Liabilities
Liabilities:
Warrant Liabilities	32,439	33,849
Level 3 | Convertible Note
Assets:
Convertible Note	$ 0	$ 19,954

FAIR VALUE MEASUREMENT - Narrat

FAIR VALUE MEASUREMENT - Narrative (Details) $ in Thousands	Mar. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares	Oct. 08, 2021 USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability	$ 32,439	$ 33,849
Convertible note
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Investment, face amount			$ 20,000
Investment, annual interest rate			5%
Private warrants
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant liability	$ 32,400	$ 33,800
Private warrants | Measurement input, exercise price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input (in USD per share) | $ / shares	11.50	11.50
Private warrants | Measurement input, share price
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants, measurement input (in USD per share) | $ / shares	8.89	8.68

FAIR VALUE MEASUREMENT - Sche_2

FAIR VALUE MEASUREMENT - Schedule of Changes in the Level 3 Assets and Liabilities Measured at Fair Value (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Warrant Liabilities
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance (beginning of period)	$ 33,849
Fair value measurement adjustments	(1,405)
Conversion to preferred stock	0
Reclassification to Public Warrants	(5)
Balance (end of period)	32,439
Convertible Note
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance (beginning of period)	19,954
Fair value measurement adjustments	1,074
Conversion to preferred stock	(21,028)
Reclassification to Public Warrants	0
Balance (end of period)	$ 0

SHAREHOLDERS' EQUITY (Details)

SHAREHOLDERS' EQUITY (Details) $ / shares in Units, $ in Millions		1 Months Ended	3 Months Ended
	Jul. 13, 2021 criteria $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2023 vote criteria shares	Jun. 30, 2022 $ / shares shares	Mar. 31, 2022 shares	May 31, 2022 shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Ordinary share capital, shares authorized (in shares)		245,000,000	245,000,000
Ordinary share capital, shares outstanding (in shares)		139,705,000	139,705,000
Common stock, number of vote units per share | vote			1
Sale of stock, number of shares in transaction (in shares)		23,000,000
Sale of stock, price per share (in USD per share) | $ / shares		$ 11.50
Sale of stock, gross consideration received on transaction | $		$ 264.5
Stock repurchase program, number of shares authorized to be repurchased (in shares)						150,000
Treasury stock, shares acquired (in shares)			0	150,000	0
Treasury stock acquired, average price per share (in USD per share) | $ / shares				$ 6.97
Stock repurchase program, remaining number of shares authorized to be repurchased (in shares)			0
RSU
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement, lock-up period, vesting period			3 years
Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-based compensation arrangement, lock-up period, vesting period			3 years
Share-based compensation arrangement, maximum contractual term			5 years
CEO Option awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted during the period (in shares)	850,000
Options forfeited during the period (in shares)			756,000		756,000
Granted, weighted average exercise price (in USD per share) | $ / shares	$ 10
Share-based compensation arrangement, performance criteria | criteria	9
Awards exercisable (in shares)			94,000
Share-based compensation arrangement, performance criteria achieved | criteria			1
2021 Plan | RSU
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
RSUs granted during the period (in shares)			35,000
2021 Plan | Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options granted during the period (in shares)			640,000
Options forfeited during the period (in shares)			36,000
2019 Plan | Employee
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options exercised during the period (in shares)			9,000

GOVERNMENT GRANTS (Details)

GOVERNMENT GRANTS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Feb. 28, 2023	Dec. 31, 2022
Government Assistance [Line Items]
Grant income	$ 0	$ 1.4
Cost capitalized	0	$ 4.9
Deferred income from grants, short-term	0.3			$ 0.2
Deferred income from grants, long-term	20			$ 0
Giga America project
Government Assistance [Line Items]
Grant income	0
Deferred income from grants, long-term	$ 20
Government grant, amount awarded			$ 20

INCOME TAXES (Details)

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate	2%	0%

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands		3 Months Ended
	May 31, 2021	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Related party transaction, general and administrative expense		$ 30,002	$ 24,614
Cost capitalized		0	4,900
Director
Related Party Transaction [Line Items]
Related party transaction, term	3 years
Related party transaction, annual fee	$ 400
Related party transaction, general and administrative expense		100	200
Accrued purchases		100		$ 100
Metier OEC | Related party
Related Party Transaction [Line Items]
Related party transaction, general and administrative expense		1,600	1,100
Accrued purchases		600		$ 700
Cost capitalized		$ 800	$ 100

NET LOSS PER SHARE - Schedule o

NET LOSS PER SHARE - Schedule of Basic and Diluted Net Loss per Share Attributable to Ordinary Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net loss attributable to ordinary shareholders - basic	$ (12,726)	$ (34,907)
Net loss attributable to ordinary shareholders - diluted	$ (12,726)	$ (34,907)
Denominator:
Weighted average ordinary shares outstanding - basic (in shares)	139,705,000	116,854,000
Weighted average ordinary shares outstanding - diluted (in shares)	139,705,000	116,854,000
Net loss attributable to ordinary shareholders per share - basic and diluted
Net loss attributable to ordinary shareholders per share - basic (in USD per share)	$ (0.09)	$ (0.30)
Net loss attributable to ordinary shareholders per share - diluted (in USD per share)	$ (0.09)	$ (0.30)

NET LOSS PER SHARE - Schedule_2

NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share (Details) - shares shares in Thousands		3 Months Ended
	Jul. 13, 2021	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		33,929	29,984
Share-based compensation liability awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of awards to be cash-settled (in shares)		101
Number of outstanding awards (in shares)		668
CEO option awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of option awards excluded (in shares)		756	756
Number of CEO option awards (in shares)	850
Public Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		14,608	14,375
Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		10,017	10,250
EDGE warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		2,176	2,176
Employee awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		6,467	2,081
Share-based compensation liability awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		567	1,008
CEO option awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		94	94