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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): August 9, 2024
  
FREYR Battery, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
333-274434
93-3205861
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer
Identification No.)

6&8 East Court Square, Suite 300,
Newnan, Georgia 30263
(Address of principal executive offices, including zip code)
   
Registrant’s telephone number, including area code: (678) 632-3112

Not Applicable
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share 
FREY
 The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 FREY WS The New York Stock Exchange
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2). 
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01 Entry into a Material Definitive Agreement.
On August 9, 2024, FREYR Battery, Inc., a Delaware corporation (the “Company”) entered into an amendment (the “Consulting Agreement Amendment”) to its consulting agreement dated May 14, 2021 with Mr. Peter Matrai, a director of the Company, pursuant to which he serves as a consultant to the Company (the “Consulting Agreement”). The Consulting Agreement Amendment extends the term of the Consulting Agreement for an additional period of one (1) year, commencing on August 1, 2024 and expiring on July 30, 2025, unless terminated earlier in accordance with the terms of the Consulting Agreement.
Under the terms of the Consulting Agreement Amendment, the consultant fee remitted to Mr. Matrai shall remain fixed at $30,000 per month. The Company reserves the right to reduce the consultant fee, provided that such decision is mandated by the Compensation Committee of the Board of Directors of the Company, in its sole discretion, as a general reduction applicable to all executive officers of the Company. All other provisions of the Consulting Agreement, including customary confidentiality, non-competition, non-solicitation and intellectual property assignment provisions, remain in effect.
The Consulting Agreement Amendment is listed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated into this Item 1.01 by reference. The foregoing summary of this agreement is qualified in its entirety by reference to the full text of such exhibit.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
1

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
 FREYR BATTERY, INC.
  
Date: August 9, 2024 By:/s/ Are L. Brautaset
 Name:Are L. Brautaset
 Title:Chief Legal Officer
 

2

AMENDMENT NO. 1 TO CONSULTANCY AGREEMENT

This Amendment No. 1 to the Consultancy Agreement (as defined below) (the "Amendment") is made and entered into as of this 9th day of August, 2024 (the "Effective Date"), by and between Peter Matrai, a resident of Pennsylvania (the "Consultant"), and FREYR Battery, Inc., a Delaware corporation with a principal place of business at 6&8 East Court Square, Suite 300, Newnan, GA 30263, USA (the "Company"). The Consultant and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties".

WHEREAS, the Consultant and FREYR Battery, a company in the form of a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 251199, entered into that certain Consultancy Agreement dated May 13th /14th, 2021 (the "Consultancy Agreement ");

WHEREAS, the Consultancy Agreement was transferred from FREYR Battery to the Company by virtue of the cross-border merger between FREYR Battery and the Company effective December 31st, 2023; and

WHEREAS, the Consultancy Agreement expired on July 8th, 2024, as per its own terms and the Parties desire to amend the Consultancy Agreement to extend the term for an additional period of one (1) year under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Amendment to Term. The Consultant Term, as set forth in Section 1 of the Consultancy Agreement, is hereby extended for an additional period of one (1) year, commencing on August 1st, 2024 and expiring on 30th, July 2025, unless terminated earlier in accordance with the terms of the Consultancy Agreement.

2.Consultant Fee. The Consultant Fee, as set forth in Section 3(a) of the Consultancy Agreement, shall remain fixed at 30,000 USD per month. However, the Company reserves the right to reduce the Consultant Fee, provided that such decision is mandated by the Compensation Committee of the Company, in its sole discretion, as a general reduction applicable to all executive officers of the Company. Any reduction in the Consultant Fee will be communicated to the Consultant in writing at least thirty (30) days prior to the effective date of the reduction. The notice will include the new Consultant Fee and the effective date of the change. The Consultant acknowledges and agrees that the Company's right to reduce the Consultant Fee is a condition of the extension of the Term as per this Amendment and that such reduction may be made without the Consultant's prior consent, subject to the notice requirement specified above.

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3.No Other Changes. Except as expressly amended by this Amendment, all terms and conditions of the Consultancy Agreement shall remain in full force and effect and are hereby ratified and confirmed.

4.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.

5.Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic and facsimile signatures shall be deemed to be original signatures for all purposes.

6.Entire Agreement. This Amendment, together with the Consultancy Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Effective Date.



CONSULTANT

/s/ Peter Matrai___________________________
Name:    Peter Matrai
Date:     August 9, 2024




FREYR BATTERY, INC.

/s/ Tom Einar Jensen______________________
Name:     Tom Einar Jensen
Title:     Chief Executive Officer
Date: August 9, 2024

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v3.24.2.u1
Cover
Aug. 09, 2024
Document Information [Line Items]  
Document Period End Date Aug. 09, 2024
Entity Registrant Name FREYR Battery, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 333-274434
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001992243
Amendment Flag false
Document Type 8-K
OrdinarySharesWithoutNominalValueMember  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol FREY
Security Exchange Name NYSE
WarrantsEachWholeWarrantExercisableForOneOrdinaryShareAtAnExercisePriceOf1150Member  
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
FREYR Battery (NYSE:FREY)
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