COVER
COVER - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 333-274434 | |
Entity Registrant Name | FREYR Battery, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 93-3205861 | |
Entity Address, Address Line One | 6&8 East Court Square, Suite 300, | |
Entity Address, City or Town | Newnan | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30263 | |
City Area Code | 678 | |
Local Phone Number | 632-3112 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 140,490,406 | |
Entity Central Index Key | 0001992243 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock, $0.01 par value | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | FREY | |
Security Exchange Name | NYSE | |
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | |
Trading Symbol | FREY WS | |
Security Exchange Name | NYSE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 219,560 | $ 253,339 |
Restricted cash | 1,977 | 22,403 |
Prepaid assets | 868 | 2,168 |
Other current assets | 12,016 | 34,044 |
Total current assets | 234,421 | 311,954 |
Property and equipment, net | 362,641 | 366,357 |
Intangible assets, net | 2,738 | 2,813 |
Long-term investments | 21,969 | 22,303 |
Right-of-use asset under operating leases | 22,603 | 24,476 |
Other long-term assets | 9 | 4,282 |
Total assets | 644,381 | 732,185 |
Current liabilities: | ||
Accounts payable | 14,688 | 18,113 |
Accrued liabilities and other | 20,495 | 30,790 |
Share-based compensation liability | 168 | 281 |
Total current liabilities | 35,351 | 49,184 |
Warrant liability | 1,817 | 2,025 |
Operating lease liability | 16,921 | 18,816 |
Other long-term liabilities | 27,443 | 27,444 |
Total liabilities | 81,532 | 97,469 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, value issued | 0 | 0 |
Common stock, value issued | 1,405 | 1,397 |
Additional paid-in capital | 930,781 | 925,623 |
Accumulated other comprehensive loss | (40,008) | (18,826) |
Accumulated deficit | (330,529) | (274,999) |
Total stockholders' equity | 561,649 | 633,195 |
Non-controlling interests | 1,200 | 1,521 |
Total equity | 562,849 | 634,716 |
Total liabilities and equity | $ 644,381 | $ 732,185 |
Common stock, shares issued (in shares) | 140,490 | 139,705 |
Common stock, shares outstanding (in shares) | 140,490 | 139,705 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 355,000,000 | 355,000,000 |
Common stock, shares issued (in shares) | 140,490,000 | 139,705,000 |
Common stock, shares outstanding (in shares) | 140,490,000 | 139,705,000 |
Preferred shares par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred shares outstanding (in shares) | 0 | 0 |
Preferred shares issued (in shares) | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating expenses: | ||||
General and administrative | $ 20,107 | $ 27,631 | $ 43,008 | $ 57,633 |
Research and development | 10,493 | 6,365 | 22,238 | 11,209 |
Share of net loss of equity method investee | 178 | 30 | 334 | 55 |
Total operating expenses | 30,778 | 34,026 | 65,580 | 68,897 |
Loss from operations | (30,778) | (34,026) | (65,580) | (68,897) |
Other income (expense): | ||||
Warrant liability fair value adjustment | 52 | (2,556) | 198 | (1,151) |
Interest income, net | 1,148 | 1,755 | 2,553 | 4,758 |
Foreign currency transaction (loss) gain | (122) | 7,711 | 1,355 | 23,759 |
Other income, net | 2,550 | 1,851 | 5,634 | 3,566 |
Total other income | 3,628 | 8,761 | 9,740 | 30,932 |
Loss before income taxes | (27,150) | (25,265) | (55,840) | (37,965) |
Income tax expense | (11) | (138) | (11) | (341) |
Net loss | (27,161) | (25,403) | (55,851) | (38,306) |
Net loss attributable to non-controlling interests | 174 | 121 | 321 | 298 |
Net loss attributable to stockholders | $ (26,987) | $ (25,282) | $ (55,530) | $ (38,008) |
Weighted average shares outstanding: | ||||
Weighted average shares outstanding - basic (in shares) | 140,107,000 | 139,705,000 | 139,905,000 | 139,705,000 |
Weighted average shares outstanding - diluted (in shares) | 140,107,000 | 139,705,000 | 139,905,000 | 139,705,000 |
Net loss per share: | ||||
Net loss per share attributable to stockholders - basic (in USD per share) | $ (0.19) | $ (0.18) | $ (0.40) | $ (0.27) |
Net loss per share attributable to stockholders - diluted (in USD per share) | $ (0.19) | $ (0.18) | $ (0.40) | $ (0.27) |
Other comprehensive (loss) income: | ||||
Net loss | $ (27,161) | $ (25,403) | $ (55,851) | $ (38,306) |
Foreign currency translation adjustments | 4,862 | (20,425) | (21,182) | (54,143) |
Total comprehensive loss | (22,299) | (45,828) | (77,033) | (92,449) |
Comprehensive loss attributable to non-controlling interests | 174 | 121 | 321 | 298 |
Comprehensive loss attributable to stockholders | $ (22,125) | $ (45,707) | $ (76,712) | $ (92,151) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | 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, 2022 | 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 loss | (33,718) | (33,718) | |||||
Shares outstanding, ending balance (in shares) at Mar. 31, 2023 | 139,854 | ||||||
Equity, ending balance at Mar. 31, 2023 | 674,973 | $ 139,854 | 774,069 | (24,624) | (1,041) | (215,780) | 2,495 |
Shares outstanding, beginning balance (in shares) at Dec. 31, 2022 | 139,854 | ||||||
Equity, beginning balance at Dec. 31, 2022 | 720,127 | $ 139,854 | 772,602 | 9,094 | (1,041) | (203,054) | 2,672 |
Net loss | (38,306) | ||||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2023 | 139,854 | ||||||
Equity, ending balance at Jun. 30, 2023 | 632,889 | $ 139,854 | 777,813 | (45,049) | (1,041) | (241,062) | 2,374 |
Shares outstanding, beginning balance (in shares) at Mar. 31, 2023 | 139,854 | ||||||
Equity, beginning balance at Mar. 31, 2023 | 674,973 | $ 139,854 | 774,069 | (24,624) | (1,041) | (215,780) | 2,495 |
Share-based compensation expense | 3,688 | 3,688 | |||||
Net loss | (25,403) | (25,282) | (121) | ||||
Reclassification of warrants from liability classified to equity classified | 56 | 56 | |||||
Other comprehensive loss | (20,425) | (20,425) | |||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2023 | 139,854 | ||||||
Equity, ending balance at Jun. 30, 2023 | $ 632,889 | $ 139,854 | 777,813 | (45,049) | (1,041) | (241,062) | 2,374 |
Shares outstanding, beginning balance (in shares) at Dec. 31, 2023 | 139,705 | 139,705 | |||||
Equity, beginning balance at Dec. 31, 2023 | $ 634,716 | $ 1,397 | 925,623 | (18,826) | 0 | (274,999) | 1,521 |
Share-based compensation expense | 3,670 | 3,670 | |||||
Net loss | (28,690) | (28,543) | (147) | ||||
Reclassification of warrants from liability classified to equity classified | 10 | 10 | |||||
Other comprehensive loss | (26,044) | (26,044) | |||||
Shares outstanding, ending balance (in shares) at Mar. 31, 2024 | 139,705 | ||||||
Equity, ending balance at Mar. 31, 2024 | $ 583,662 | $ 1,397 | 929,303 | (44,870) | 0 | (303,542) | 1,374 |
Shares outstanding, beginning balance (in shares) at Dec. 31, 2023 | 139,705 | 139,705 | |||||
Equity, beginning balance at Dec. 31, 2023 | $ 634,716 | $ 1,397 | 925,623 | (18,826) | 0 | (274,999) | 1,521 |
Net loss | $ (55,851) | ||||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2024 | 140,490 | 140,490 | |||||
Equity, ending balance at Jun. 30, 2024 | $ 562,849 | $ 1,405 | 930,781 | (40,008) | 0 | (330,529) | 1,200 |
Shares outstanding, beginning balance (in shares) at Mar. 31, 2024 | 139,705 | ||||||
Equity, beginning balance at Mar. 31, 2024 | 583,662 | $ 1,397 | 929,303 | (44,870) | 0 | (303,542) | 1,374 |
Share-based compensation expense | 1,486 | 1,486 | |||||
Net loss | (27,161) | (26,987) | (174) | ||||
Exercise of warrants | 0 | $ 8 | (8) | ||||
Exercise of warrants (in shares) | 785 | ||||||
Other comprehensive loss | $ 4,862 | 4,862 | |||||
Shares outstanding, ending balance (in shares) at Jun. 30, 2024 | 140,490 | 140,490 | |||||
Equity, ending balance at Jun. 30, 2024 | $ 562,849 | $ 1,405 | $ 930,781 | $ (40,008) | $ 0 | $ (330,529) | $ 1,200 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||||
Net loss | $ (27,161) | $ (25,403) | $ (55,851) | $ (38,306) |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Share-based compensation expense | 5,044 | 5,201 | ||
Depreciation and amortization | 4,578 | 732 | ||
Reduction in the carrying amount of right-of-use assets | 732 | 491 | ||
Warrant liability fair value adjustment | (198) | 1,151 | ||
Share of net loss of equity method investee | 178 | 30 | 334 | 55 |
Foreign currency transaction net unrealized gain | (1,188) | (23,247) | ||
Other | 0 | (929) | ||
Changes in assets and liabilities: | ||||
Prepaid assets and other current assets | 2,038 | 2,834 | ||
Accounts payable, accrued liabilities and other | 1,242 | 19,967 | ||
Operating lease liability | (932) | (2,669) | ||
Net cash used in operating activities | (44,201) | (34,720) | ||
Cash flows from investing activities: | ||||
Proceeds from the return of property and equipment deposits | 22,735 | 0 | ||
Purchases of property and equipment | (29,099) | (128,361) | ||
Investments in equity method investee | 0 | (1,655) | ||
Purchases of other long-term assets | 0 | (1,000) | ||
Net cash used in investing activities | (6,364) | (131,016) | ||
Cash flows from financing activities: | ||||
Net cash provided by financing activities | 0 | 0 | ||
Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash | (3,640) | (13,520) | ||
Net decrease in cash, cash equivalents, and restricted cash | (54,205) | (179,256) | ||
Cash, cash equivalents, and restricted cash at beginning of period | 275,742 | 563,045 | ||
Cash, cash equivalents, and restricted cash at end of period | 221,537 | 383,789 | 221,537 | 383,789 |
Supplementary disclosure for non-cash activities: | ||||
Accrued purchases of property and equipment | 8,908 | 23,085 | ||
Reconciliation to condensed consolidated balance sheets: | ||||
Cash and cash equivalents | 219,560 | 334,364 | 219,560 | 334,364 |
Restricted cash | 1,977 | 49,425 | 1,977 | 49,425 |
Cash, cash equivalents, and restricted cash | $ 221,537 | $ 383,789 | $ 221,537 | $ 383,789 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of the Business FREYR Battery, Inc., a Delaware corporation (“FREYR,” the “Company”, “we”, or “us”), is a developer of sustainable next-generation battery solutions. Our mission and vision are to accelerate the decarbonization of global energy and transportation systems by producing sustainable, cost-competitive batteries. Through our strategy of Speed, Scale, and Sustainability, we seek to serve our primary markets of energy storage systems (“ESS”) and commercial mobility, including marine applications and commercial vehicles, and we have future ambitions to serve the electric vehicles market (“EV”). We are continuing to plan the development of our first 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. In connection with Giga America, we plan to pursue the opportunities and incentives provided by the U.S. Inflation Reduction Act of 2022 (the “IRA”). At our Customer Qualification Plant (“CQP”) in Mo i Rana, Norway, we continue to progress our efforts to produce testable batteries using the SemiSolid TM technology licensed from 24M Technologies, Inc. (“24M”). We are simultaneously pursuing a conventional battery technology partner to diversify and accelerate delivering our products to market. As of June 30, 2024, we have not yet initiated commercial 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, 2023 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 six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. The condensed consolidated balance sheet as of December 31, 2023, was derived from the audited consolidated financial statements as of December 31, 2023. 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, 2023 filed with the SEC on February 29, 2024. 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. All intercompany accounts and transactions have been eliminated. Certain prior period balances and amounts have been reclassified to conform with the current year’s presentation. Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates and assumptions include, but are not limited to, estimates related to impairment of long-lived assets, the valuation of warrant liability, and share-based compensation. 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, 2023 filed with the SEC on February 29, 2024. T hese condensed consolidated 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 (the "Business Combination") 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 includes funds held in a restricted account for the payment of upfront rental lease deposits and government income tax withholdings, and in 2023, restricted cash included the balance of an account held for the construction of Giga Arctic. 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, 2023. Supplemental accounting policy disclosures are included above. |
RESTRUCTURING
RESTRUCTURING | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING In November 2023, FREYR announced a restructuring process (the “Restructuring”), which focused on preserving Company liquidity as we advance our strategies on the CQP and at Giga America, while continuing to fund critical initiatives. We accrued severance and other termination benefits of $6.0 million related to the Restructuring in 2023, which was recognized in Restructuring charge in the consolidated statements of operation and comprehensive loss for the year ended December 31, 2023. The changes in accrued severance and other termination benefits were as follows (in thousands): Amount Balance as of January 1, 2024 $ 6,016 Severance and other personnel costs 137 Cash payments (5,836) Foreign currency exchange effects (127) Balance as of June 30, 2024 $ 190 |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | OTHER CURRENT ASSETS Other current assets consisted of the following (in thousands): June 30, December 31, Deposits $ 4,082 $ 23,893 Other current assets 7,934 10,151 Total $ 12,016 $ 34,044 |
PROPERTY AND EQUIPMENT, NET AND
PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant And Equipment And Intangible Assets [Abstract] | |
PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS, NET | PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS, NET Property and Equipment, net Property and equipment, net consisted of the following (in thousands): June 30, December 31, Land $ 44,326 $ 44,326 Leasehold improvements 39,149 39,723 Machinery and equipment 30,822 14,058 Office equipment 2,795 2,926 Construction in progress 253,738 269,197 370,830 370,230 Less: Accumulated depreciation (8,189) (3,873) Total $ 362,641 $ 366,357 Depreciation expense was $2.3 million and $0.5 million for the three months ended June 30, 2024 and 2023, respectively, and $4.5 million and $0.7 million for the six months ended June 30, 2024 and 2023, respectively. Intangible Assets, net Intangible assets, net consisted of the following (in thousands): As of June 30, 2024 As of December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net License $ 3,000 $ (262) $ 2,738 $ 3,000 $ (187) $ 2,813 Amortization expense was $37,000 for the three months ended June 30, 2024 and 2023, and $75,000 for the six months ended June 30, 2024 and 2023. Future annual amortization expense is estimated to be $150,000 for the full year 2024 and each of the next four years. |
LONG-TERM INVESTMENTS
LONG-TERM INVESTMENTS | 6 Months Ended |
Jun. 30, 2024 | |
Long-Term Investments [Abstract] | |
LONG-TERM INVESTMENTS | LONG-TERM INVESTMENTS The Company’s equity investments consisted of the following (in thousands): June 30, December 31, Investment Equity method investments: Nidec Energy AS $ 941 $ 1,275 Investments without readily determinable fair values: 24M preferred stock 21,028 21,028 Total Long-Term Investments $ 21,969 $ 22,303 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. During the six months ended June 30, 2024 and 2023, the Company recognized $0.3 million and $0.1 million, respectively, as its share of net loss of equity method investee in the condensed consolidated statements of operations and comprehensive loss related to the Company’s equity method investment in the Nidec JV. During the six months ended June 30, 2024 , t he Company recognized other income of $0.3 million related to general and administrative expenses incurred on behalf of the Nidec JV. There were no comparable amounts recognized in the six months ended June 30, 2023. As of June 30, 2024 and December 31, 2023, unpaid amounts of $1.2 million and $0.8 million, respectively, are recorded in other current assets. Equity Investments Without Readily Determinable Fair Values |
ACCRUED LIABILITIES AND OTHER
ACCRUED LIABILITIES AND OTHER | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER | ACCRUED LIABILITIES AND OTHER Accrued liabilities and other consisted of the following (in thousands): June 30, December 31, Accrued purchases $ 10,847 $ 13,145 Accrued payroll and payroll related expenses 3,938 13,120 Operating lease liabilities 3,324 3,382 Other current liabilities 2,386 1,143 Total $ 20,495 $ 30,790 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
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 if such loss or a range of losses is estimable, often involves significant judgment, including estimates and assumptions about future events. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | WARRANTS Public and Private Warrants As of June 30, 2024 and December 31, 2023, we had 24.6 million warrants outstanding (the “Warrants”), consisting of 14.7 million public warrants (the “Public Warrants”) and 9.9 million private warrants (the “Private Warrants”) as of June 30, 2024 and 14.6 million Public Warrants and 10.0 million Private Warrants as of December 31, 2023. Each Warrant entitles the holder thereof to purchase one share of our common stock 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 common stock 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 common stock and qualify for classification within stockholders’ 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 common stock 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 stockholders’ equity at the fair value on the date of the transfer. See also Note 9 – Fair Value Measurement. EDGE Warrants As of June 30, 2024 and December 31, 2023, we had 0.7 million and 2.2 million warrants, respectively, held by EDGE Global LLC (“EDGE”) or its co-owners that were outstanding and exercisable. These warrants entitle the holder thereof to purchase one share of our common stock at the exercise price, subject to adjustments. The EDGE warrants outstanding as of June 30, 2024 have an exercise price of $1.22 and expire on September 30, 2025. During the six months ended June 30, 2024, 1.5 million warrants with an exercise price of $0.95 were exercised and settled in shares, net of shares withheld to satisfy the exercise price. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | FAIR VALUE MEASUREMENT Financial assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, consisted of the following (in thousands): June 30, 2024 December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Warrant Liabilities $ — $ — $ 1,817 $ 1,817 $ — $ — $ 2,025 $ 2,025 We measured our warrant liabilities for Private Warrants, 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. As of June 30, 2024 and December 31, 2023, the carrying value of all other financial assets and liabilities approximated their respective fair values. Private Warrants The Private Warrants were valued using the Black-Scholes-Merton option pricing model. See Note 8 – Warrants above for further details. Our use of the Black-Scholes-Merton option pricing model for the Private Warrants required the use of subjective assumptions, including: • 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 of the publicly traded Public Warrants. The fair value of the Private warrants was determined using this approach, an exercise price of $11.50 and a share price of $1.70 as of June 30, 2024 and $1.87 as of December 31, 2023. 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. 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 six months ended Private Warrants Balance (beginning of period) $ 2,025 Fair value measurement adjustments (198) Reclassification to Public Warrants (10) Balance (end of period) $ 1,817 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Common Stock As of June 30, 2024 and December 31, 2023, 355.0 million shares of common stock were authorized with a par value of $0.01 per share. As of June 30, 2024 140.5 million shares of common stock were issued and outstanding and as of December 31, 2023 139.7 million shares of common stock were issued and outstanding. Holders of common stock are entitled to one vote per share and to receive dividends when, as, and if, declared by our Board of Directors. As of June 30, 2024, we have not declared any dividends. Preferred Shares As of June 30, 2024 and December 31, 2023, 10.0 million preferred shares with a par value of $0.01 per share were authorized and none were outstanding. Share-Based Compensation 2021 Plan In June 2021, we adopted the 2021 Equity Incentive Plan (amended and restated as of April 22, 2024), (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 expire five years after the grant date. Options are typically forfeited when the employment relationship ends for employees and they do not typically forfeit for directors. Generally, our RSUs are equity classified awards that are expected to be settled in shares. All exercised options are expected to be settled in shares, net of shares withheld to satisfy the award exercise price. As of June 30, 2024, 34.9 million shares were authorized for issuance to satisfy share-based compensation awards made under the 2021 Plan. During the six months ended June 30, 2024, 13.6 million options were granted, 3.7 million options were forfeited, 1.6 million RSUs were granted, 379,000 RSUs were forfeited and 59,000 RSUs vested. 2019 Plan The 2019 Incentive Stock Option Plan (the “2019 Plan”) was 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. Outstanding awards under the 2019 Plan are required to be cash settled. 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 six months ended June 30, 2024, 67,000 awards were exercised and cash settled and 172,000 awards were forfeited. Jensen Option Awards |
GOVERNMENT GRANTS
GOVERNMENT GRANTS | 6 Months Ended |
Jun. 30, 2024 | |
Government Assistance [Abstract] | |
GOVERNMENT GRANTS | GOVERNMENT GRANTS For both of the three and six months ended June 30, 2024, we recognized grant income of $0.2 million in other income, net within the condensed consolidated statements of operations and comprehensive loss, and no grant income as a reduction of property and equipment, net on our condensed consolidated balance sheets. For both the three and six months ended June 30, 2023, we recognized grant income of $0.1 million in other income, net within the condensed consolidated statements of operations and comprehensive loss and no grant income as a reduction of property and equipment, net on our condensed consolidated balance sheets. As of June 30, 2024 and December 31, 2023, 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 both June 30, 2024 and December 31, 2023, we had $27.0 million in long-term deferred income from grants recorded in other long-term liabilities on our condensed consolidated balance sheets. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Consulting Agreements During the three and six months ended June 30, 2024, we engaged two members of the Board of Directors under consulting agreements. In June 2024, one of these agreements was effectively terminated. The expenses incurred for these consulting services for the three and six months ended June 30, 2024 were $0.2 million and $0.4 million, respectively. The expenses incurred for these consulting services for the three and six months ended June 30, 2023 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. As of both June 30, 2024 and December 31, 2023, an unpaid amount of $0.1 million is recorded in accrued liabilities and other related to these agreements. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NET LOSS PER SHARE The computation of basic and diluted net loss per share attributable to stockholders is as follows (in thousands, except per share data): Three months ended Six months ended 2024 2023 2024 2023 Numerator: Net loss per share attributable to stockholders - basic and diluted $ (26,987) $ (25,282) $ (55,530) $ (38,008) Denominator: Weighted average shares outstanding – basic and diluted 140,107 139,705 139,905 139,705 Net loss per share attributable to stockholders: Basic and diluted $ (0.19) $ (0.18) $ (0.40) $ (0.27) The outstanding securities that could potentially dilute basic net loss per share attributable to stockholders in the future that were not included in the computation, as the impact would be antidilutive, are as follows (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Public Warrants 14,675 14,625 14,675 14,625 Private Warrants 9,950 10,000 9,950 10,000 EDGE warrants 687 2,176 687 2,176 Employee options 20,459 9,240 20,459 9,240 RSUs 1,267 — 1,267 — Jensen Options 661 661 661 661 Share-based compensation liability options and warrants (1) — 567 — 567 Total 47,699 37,269 47,699 37,269 (1) For the three and six months ended June 30, 2024 the Company excluded 410,000 outstanding share-based compensation liability options and warrants, as these awards are required to be cash-settled. For the three and six months ended June 30, 2023 the Company excluded 101,000 of the total 668,000 outstanding share-based compensation liability options and warrants, as these awards are required to be cash-settled. See Note 10 – Stockholders' Equity for further details. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (26,987) | $ (25,282) | $ (55,530) | $ (38,008) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 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 six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. The condensed consolidated balance sheet as of December 31, 2023, was derived from the audited consolidated financial statements as of December 31, 2023. 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, 2023 filed with the SEC on February 29, 2024. 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. All intercompany accounts and transactions have been eliminated. Certain prior period balances and amounts have been reclassified to conform with the current year’s presentation. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. |
Restricted Cash | Restricted Cash Certain cash balances are restricted as to withdrawal or use. Restricted cash includes funds held in a restricted account for the payment of upfront rental lease deposits and government income tax withholdings, and in 2023, restricted cash included the balance of an account held for the construction of Giga Arctic. |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring accrued liabilities | The changes in accrued severance and other termination benefits were as follows (in thousands): Amount Balance as of January 1, 2024 $ 6,016 Severance and other personnel costs 137 Cash payments (5,836) Foreign currency exchange effects (127) Balance as of June 30, 2024 $ 190 Accrued liabilities and other consisted of the following (in thousands): June 30, December 31, Accrued purchases $ 10,847 $ 13,145 Accrued payroll and payroll related expenses 3,938 13,120 Operating lease liabilities 3,324 3,382 Other current liabilities 2,386 1,143 Total $ 20,495 $ 30,790 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | Other current assets consisted of the following (in thousands): June 30, December 31, Deposits $ 4,082 $ 23,893 Other current assets 7,934 10,151 Total $ 12,016 $ 34,044 |
PROPERTY AND EQUIPMENT, NET A_2
PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant And Equipment And Intangible Assets [Abstract] | |
Schedule of property and equipment | Property and equipment, net consisted of the following (in thousands): June 30, December 31, Land $ 44,326 $ 44,326 Leasehold improvements 39,149 39,723 Machinery and equipment 30,822 14,058 Office equipment 2,795 2,926 Construction in progress 253,738 269,197 370,830 370,230 Less: Accumulated depreciation (8,189) (3,873) Total $ 362,641 $ 366,357 |
Schedule of intangible assets | Intangible assets, net consisted of the following (in thousands): As of June 30, 2024 As of December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net License $ 3,000 $ (262) $ 2,738 $ 3,000 $ (187) $ 2,813 |
LONG-TERM INVESTMENTS (Tables)
LONG-TERM INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Long-Term Investments [Abstract] | |
Schedule of Equity Investments | The Company’s equity investments consisted of the following (in thousands): June 30, December 31, Investment Equity method investments: Nidec Energy AS $ 941 $ 1,275 Investments without readily determinable fair values: 24M preferred stock 21,028 21,028 Total Long-Term Investments $ 21,969 $ 22,303 |
ACCRUED LIABILITIES AND OTHER (
ACCRUED LIABILITIES AND OTHER (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of restructuring accrued liabilities | The changes in accrued severance and other termination benefits were as follows (in thousands): Amount Balance as of January 1, 2024 $ 6,016 Severance and other personnel costs 137 Cash payments (5,836) Foreign currency exchange effects (127) Balance as of June 30, 2024 $ 190 Accrued liabilities and other consisted of the following (in thousands): June 30, December 31, Accrued purchases $ 10,847 $ 13,145 Accrued payroll and payroll related expenses 3,938 13,120 Operating lease liabilities 3,324 3,382 Other current liabilities 2,386 1,143 Total $ 20,495 $ 30,790 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities at Fair Value on a Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, consisted of the following (in thousands): June 30, 2024 December 31, 2023 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Warrant Liabilities $ — $ — $ 1,817 $ 1,817 $ — $ — $ 2,025 $ 2,025 |
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 six months ended Private Warrants Balance (beginning of period) $ 2,025 Fair value measurement adjustments (198) Reclassification to Public Warrants (10) Balance (end of period) $ 1,817 |
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 six months ended Private Warrants Balance (beginning of period) $ 2,025 Fair value measurement adjustments (198) Reclassification to Public Warrants (10) Balance (end of period) $ 1,817 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share Attributable to Ordinary Shareholders | Three months ended Six months ended 2024 2023 2024 2023 Numerator: Net loss per share attributable to stockholders - basic and diluted $ (26,987) $ (25,282) $ (55,530) $ (38,008) Denominator: Weighted average shares outstanding – basic and diluted 140,107 139,705 139,905 139,705 Net loss per share attributable to stockholders: Basic and diluted $ (0.19) $ (0.18) $ (0.40) $ (0.27) |
Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share | The outstanding securities that could potentially dilute basic net loss per share attributable to stockholders in the future that were not included in the computation, as the impact would be antidilutive, are as follows (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Public Warrants 14,675 14,625 14,675 14,625 Private Warrants 9,950 10,000 9,950 10,000 EDGE warrants 687 2,176 687 2,176 Employee options 20,459 9,240 20,459 9,240 RSUs 1,267 — 1,267 — Jensen Options 661 661 661 661 Share-based compensation liability options and warrants (1) — 567 — 567 Total 47,699 37,269 47,699 37,269 (1) For the three and six months ended June 30, 2024 the Company excluded 410,000 outstanding share-based compensation liability options and warrants, as these awards are required to be cash-settled. For the three and six months ended June 30, 2023 the Company excluded 101,000 of the total 668,000 outstanding share-based compensation liability options and warrants, as these awards are required to be cash-settled. See Note 10 – Stockholders' Equity for further details. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | Jun. 30, 2024 a |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Area of Land | 368 |
RESTRUCTURING - Narrative (Deta
RESTRUCTURING - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring and Related Activities [Abstract] | |
Severance and other personnel costs | $ 6 |
RESTRUCTURING (Details)
RESTRUCTURING (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Restructuring Accrual [Roll Forward] | |||||
Severance and other personnel costs | $ 6,000 | ||||
Foreign currency exchange effects | $ 122 | $ (7,711) | $ (1,355) | $ (23,759) | |
Employee severance | |||||
Restructuring Accrual [Roll Forward] | |||||
Balance as of January 1, 2024 | 6,016 | ||||
Severance and other personnel costs | 137 | ||||
Cash payments | (5,836) | ||||
Foreign currency exchange effects | (127) | ||||
Balance as of June 30, 2024 | $ 190 | $ 190 | $ 6,016 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deposits | $ 4,082 | $ 23,893 |
Other current assets | 7,934 | 10,151 |
Total | $ 12,016 | $ 34,044 |
PROPERTY AND EQUIPMENT, NET A_3
PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS, NET - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant And Equipment And Intangible Assets [Abstract] | ||
Land | $ 44,326 | $ 44,326 |
Leasehold improvements | 39,149 | 39,723 |
Machinery and equipment | 30,822 | 14,058 |
Office equipment | 2,795 | 2,926 |
Construction in progress | 253,738 | 269,197 |
Property and equipment, gross | 370,830 | 370,230 |
Less: Accumulated depreciation | (8,189) | (3,873) |
Total | $ 362,641 | $ 366,357 |
PROPERTY AND EQUIPMENT, NET A_4
PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant And Equipment And Intangible Assets [Abstract] | ||||
Depreciation | $ 2,300 | $ 500 | $ 4,500 | $ 700 |
Amortization of intangible assets | 37 | $ 37 | 75 | $ 75 |
Intangible asset, expected amortization, year one | 150 | 150 | ||
Intangible asset, expected amortization, year two | 150 | 150 | ||
Intangible asset, expected amortization, year three | 150 | 150 | ||
Intangible asset, expected amortization, year four | 150 | 150 | ||
Intangible asset, expected amortization, year five | $ 150 | $ 150 |
PROPERTY AND EQUIPMENT, NET A_5
PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS, NET - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Net Carrying Amount | $ 2,738 | $ 2,813 |
License | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,000 | 3,000 |
Accumulated Amortization | (262) | (187) |
Net Carrying Amount | $ 2,738 | $ 2,813 |
LONG-TERM INVESTMENTS - Schedul
LONG-TERM INVESTMENTS - Schedule Of Equity Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Equity method investments: | ||
Nidec Energy AS | $ 941 | $ 1,275 |
Investments without readily determinable fair values: | ||
24M preferred stock | 21,028 | 21,028 |
Total Long-Term Investments | $ 21,969 | $ 22,303 |
LONG-TERM INVESTMENTS - Narrati
LONG-TERM INVESTMENTS - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investment, contributions | $ 0 | $ 1,655 | ||||
Share of net loss of equity method investee | $ 178 | $ 30 | 334 | 55 | ||
Other current assets | 12,016 | 12,016 | $ 34,044 | |||
Nidec Energy AS | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investment, contributions | $ 1,700 | |||||
Equity method investment, ownership percentage | 33% | |||||
Share of net loss of equity method investee | 300 | |||||
Other income | 300 | 0 | ||||
Other current assets | $ 1,200 | $ 1,200 | $ 800 | |||
Freyr Battery US, LLC | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Share of net loss of equity method investee | $ 100 |
ACCRUED LIABILITIES AND OTHER_2
ACCRUED LIABILITIES AND OTHER (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued purchases | $ 10,847 | $ 13,145 |
Accrued payroll and payroll related expenses | $ 3,938 | 13,120 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total | |
Operating lease liabilities | $ 3,324 | 3,382 |
Other current liabilities | 2,386 | 1,143 |
Total | $ 20,495 | $ 30,790 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
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, exercise price (in USD per share) | $ 11.50 | |
Public warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant outstanding (in shares) | 14,700,000 | 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) | 9,900,000 | 10,000,000 |
EDGE warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrant outstanding (in shares) | 700,000 | 2,200,000 |
Warrant, exercise price (in USD per share) | $ 1.22 | |
Exercise of warrants (in shares) | 1,500,000 | |
Warrants exercised during period, exercise price (in USD per share) | $ 0.95 |
FAIR VALUE MEASUREMENT - Schedu
FAIR VALUE MEASUREMENT - Schedule of Financial Assets and Liabilities at Fair Value on a Recurring Basis (Details) - Warrant Liabilities - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Liabilities: | ||
Warrant Liabilities | $ 1,817 | $ 2,025 |
Level 1 | ||
Liabilities: | ||
Warrant Liabilities | 0 | 0 |
Level 2 | ||
Liabilities: | ||
Warrant Liabilities | 0 | 0 |
Level 3 | ||
Liabilities: | ||
Warrant Liabilities | $ 1,817 | $ 2,025 |
FAIR VALUE MEASUREMENT - Narrat
FAIR VALUE MEASUREMENT - Narrative (Details) - Private warrants - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Measurement input, exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input (in USD per share) | 11.50 | 1.87 |
Measurement input, share price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants, measurement input (in USD per share) | 1.70 | 1.87 |
FAIR VALUE MEASUREMENT - Sche_2
FAIR VALUE MEASUREMENT - Schedule of Changes in the Level 3 Assets and Liabilities Measured at Fair Value (Details) - Warrant Liabilities $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance (beginning of period) | $ 2,025 |
Fair value measurement adjustments | (198) |
Reclassification to Public Warrants | (10) |
Balance (end of period) | $ 1,817 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 6 Months Ended | ||
Jul. 13, 2021 $ / shares shares | Jun. 30, 2024 vote $ / shares shares | Dec. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Common stock, shares authorized (in shares) | 355,000,000 | 355,000,000 | |
Common stock, shares outstanding (in shares) | 140,490,000 | 139,705,000 | |
Common stock, par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | |
Votes per share (in votes per share) | vote | 1 | ||
Preferred shares authorized (in shares) | 10,000,000 | 10,000,000 | |
Preferred shares par value (in USD per share) | $ / shares | $ 0.01 | $ 0.01 | |
Preferred shares outstanding (in shares) | 0 | 0 | |
RSUs | Employee | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Option | Employee | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Maximum contractual term | 5 years | ||
Jensen Options | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options granted during the period (in shares) | 850,000 | ||
Granted, weighted average exercise price (in USD per share) | $ / shares | $ 10 | ||
Awards exercisable (in shares) | 661,000 | ||
2021 Plan | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Capital shares reserved for future issuance (in shares) | 34,900,000 | ||
2021 Plan | Employee | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options granted during the period (in shares) | 13,600,000 | ||
Options forfeited during the period (in shares) | 3,700,000 | ||
RSUs granted during the period (in shares) | 1,600,000 | ||
RSUs forfeited during the period (in shares) | 379,000 | ||
RSUs vested during the period (in shares) | 59,000 | ||
2019 Plan | Employee | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Options forfeited during the period (in shares) | 172,000 | ||
Options exercised during the period (in shares) | 67,000 |
GOVERNMENT GRANTS (Details)
GOVERNMENT GRANTS (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Government Assistance [Abstract] | |||||
Grant income | $ 0.2 | $ 0.1 | $ 0.2 | $ 0.1 | |
Grant income reducing PPE | 0 | $ 0 | 0 | $ 0 | |
Short term deferred income | 0.3 | 0.3 | $ 0.2 | ||
Long term deferred income | $ 27 | $ 27 | $ 27 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 0% | (1.00%) | 0% | (1.00%) |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | |||||
General and administrative expense | $ 20,107 | $ 27,631 | $ 43,008 | $ 57,633 | |
Accrued liabilities and other | 20,495 | 20,495 | $ 30,790 | ||
Director | |||||
Related Party Transaction [Line Items] | |||||
General and administrative expense | 200 | $ 100 | 400 | $ 200 | |
Accrued liabilities and other | $ 100 | $ 100 | $ 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net loss attributable to stockholders - basic | $ (26,987) | $ (25,282) | $ (55,530) | $ (38,008) |
Net loss attributable to stockholders - diluted | $ (26,987) | $ (25,282) | $ (55,530) | $ (38,008) |
Denominator: | ||||
Weighted average shares outstanding - basic (in shares) | 140,107,000 | 139,705,000 | 139,905,000 | 139,705,000 |
Weighted average shares outstanding - diluted (in shares) | 140,107,000 | 139,705,000 | 139,905,000 | 139,705,000 |
Net loss per share attributable to stockholders: | ||||
Net loss per share attributable to stockholders - basic (in USD per share) | $ (0.19) | $ (0.18) | $ (0.40) | $ (0.27) |
Net loss per share attributable to stockholders - diluted (in USD per share) | $ (0.19) | $ (0.18) | $ (0.40) | $ (0.27) |
NET LOSS PER SHARE - Schedule_2
NET LOSS PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Net Loss per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 47,699,000 | 37,269,000 | 47,699,000 | 37,269,000 |
Share-based compensation liability options and warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of awards to be cash-settled (in shares) | 410,000 | 101,000 | 410,000 | 101,000 |
Number of outstanding awards (in shares) | 668,000 | 668,000 | ||
Public Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 14,675,000 | 14,625,000 | 14,675,000 | 14,625,000 |
Private Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 9,950,000 | 10,000,000 | 9,950,000 | 10,000,000 |
EDGE warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 687,000 | 2,176,000 | 687,000 | 2,176,000 |
Employee options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 20,459,000 | 9,240,000 | 20,459,000 | 9,240,000 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 1,267,000 | 0 | 1,267,000 | 0 |
Jensen Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 661,000 | 661,000 | 661,000 | 661,000 |
Share-based compensation liability options and warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 0 | 567,000 | 0 | 567,000 |