Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2021 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | FREYR Battery |
Entity Central Index Key | 0001844224 |
Document Type | POS AM |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Amendment Flag | true |
Amendment Description | The XBRL files are amended to include the information contained in the FREYR Battery's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021 filed with the SEC on August 12, 2021 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jul. 09, 2021 | Jun. 30, 2021 | May 31, 2021 |
Current assets | |||
Cash and cash equivalents | $ 1,638,218 | $ 39,736 | |
Total assets | 1,638,218 | 39,736 | |
Current liabilities | |||
Advance of equity contribution | $ 1,600,000 | 1,600,000 | |
Accounts payable | 246 | 261 | |
Total current liabilities | 1,600,246 | ||
Total liabilities | 1,600,246 | 261 | |
Ordinary shares subject to possible redemption, no nominal value, 40,000 shares authorized, issued and outstanding | 40,000 | 40,000 | |
Shareholders' equity (deficit) | |||
Accumulated deficit | (2,028) | (525) | |
Total shareholders' equity (deficit) | 37,972 | (525) | |
Total liabilities and shareholders' equity (deficit) | $ 1,638,218 | $ 39,736 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jul. 09, 2021 | Jun. 30, 2021 | May 31, 2021 |
Current assets | |||
Cash and cash equivalents | $ 1,638,218 | $ 39,736 | |
Total assets | 1,638,218 | 39,736 | |
Current liabilities | |||
Advance of equity contribution | $ 1,600,000 | 1,600,000 | |
Accounts payable | 246 | 261 | |
Total current liabilities | 1,600,246 | ||
Total liabilities | 1,600,246 | 261 | |
Ordinary shares subject to possible redemption, no nominal value, 40,000 shares authorized, issued and outstanding | 40,000 | 40,000 | |
Shareholders' equity (deficit) | |||
Accumulated deficit | (2,028) | (525) | |
Total shareholders' equity (deficit) | 37,972 | (525) | |
Total liabilities and shareholders' equity (deficit) | $ 1,638,218 | $ 39,736 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | May 31, 2021 |
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Nominal value per share | $ 0 | $ 0 |
Ordinary Stock, Shares Authorized | 40,000 | 40,000 |
Redeemable shares, issued | 40,000 | 40,000 |
Redeemable shares, outstanding | 40,000 | 40,000 |
Background and Nature of Operat
Background and Nature of Operations | May 31, 2021 | Jun. 30, 2021 |
Background and Nature of Operations | ||
Background and Nature of Operations | Note 1: Background and Nature of Operations FREYR Battery (the “Company”) was incorporated as a public limited liability company (“Société Anonyme”) under the laws of Grand Duchy of Luxembourg on January 20, 2021. The Company was formed for the purpose of effecting a merger between Alussa Energy Acquisition Corp. (“Alussa”), FREYR AS (“FREYR”), and certain other affiliated entities through a series of transactions (the “Business Combination”) pursuant to the definitive agreement entered into on January 29, 2021. In conjunction with the Business Combination, Alussa and FREYR will become wholly-owned subsidiaries of and will be operated by the Company. Upon the completion of the Business Combination, the Company will succeed to substantially all of the operations of its predecessor, FREYR. | Note 1: Background and Nature of Operations FREYR Battery (the “Company”) was incorporated as a public limited liability company (“ société anonyme ”) under the laws of Grand Duchy of Luxembourg on January 20, 2021. The Company was formed for the purpose of effecting a merger between Alussa Energy Acquisition Corp. (“Alussa”), FREYR AS (“FREYR”), and certain other affiliated entities through a series of transactions (the “Business Combination”) pursuant to the definitive agreement entered into on January 29, 2021 (“Business Combination Agreement”). In conjunction with the Business Combination, Alussa and FREYR will become wholly owned subsidiaries of and will be operated by the Company. Upon the completion of the Business Combination, the Company will succeed to substantially all of the operations of its predecessor, FREYR. |
Basis of Presentation and Accou
Basis of Presentation and Accounting | May 31, 2021 | Jun. 30, 2021 |
Basis of Presentation and Accounting | ||
Basis of Presentation and Accounting | Note 2: Basis of Presentation and Accounting The balance sheet is presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in shareholder's equity, and cash flows have not been presented because there have only been nominal activities in this entity from January 20, 2021 (Inception) through May 31, 2021. For the period from January 20, 2021 (Inception) through May 31, 2021, the Company incurred a total of $515 in interest expense and other bank charges and foreign currency transaction losses of $10 for a total impact of $525. Basis for Consolidation The consolidated balance sheet includes the accounts of the Company and its wholly-owned subsidiary. The Company had only nominal operations for the period from January 20, 2021 (Inception) through May 31, 2021. | The condensed consolidated balance sheet includes the accounts of the Company and its wholly owned subsidiary. The Company did not have any operations for the period ended June 30, 2021. |
Summary of Significant Accounti
Summary of Significant Accounting Policies - Use of Estimates | May 31, 2021 |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies - Use of Estimates | Note 3: Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates. |
Temporary Equity
Temporary Equity | May 31, 2021 | Jun. 30, 2021 |
Temporary Equity | ||
Temporary Equity | Note 4: Temporary Equity The Company has issued share capital of 40,000 fully paid redeemable shares with no nominal value in exchange for $40,000. The shares are redeemable at any time by the Company; however, as the holder of the redeemable shares also controls the Company, the redemption option is not considered to be within the control of the Company. As a result, the redeemable shares are classified as temporary equity. | Note 4: Temporary Equity The Company has issued share capital of 40,000 fully paid redeemable shares with no nominal value in exchange for $40,000 . The shares are redeemable at any time by the Company; however, as the holder of the redeemable shares also controls the Company, the redemption option is not considered to be within the control of the Company. As a result, the redeemable shares are classified as temporary equity. |
Subsequent Events
Subsequent Events | May 31, 2021 | Jun. 30, 2021 |
Subsequent Events | ||
Subsequent Events | Note 5: Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. The Business Combination was approved at the extraordinary general meeting of FREYR shareholders held on February 16, 2021 and the extraordinary general meeting of Alussa shareholders held on June 30, 2021. The first closing of the Business Combination will occur on July 7, 2021 and the second closing will occur on July 9, 2021. | Note 5: Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On July 9, 2021, in accordance with the Business Combination Agreement, the Company acquired 100% of the outstanding equity interests of FREYR and Alussa. In line with the Business Combination Agreement, FREYR merged with and into a wholly owned subsidiary of the Company, Freyr Battery Norway AS. For accounting purposes, the Business Combination will be accounted for as a reverse recapitalization whereby FREYR will be treated as the accounting acquirer and Alussa will be treated as the acquired company. In connection with the close of the Business Combination, the Company was listed on the New York Stock Exchange under the symbol FREY effective July 8, 2021. Cash received by the Company from the Business Combination included the PIPE Investment and Alussa cash on hand totaling $650,189,029 , net of related transaction costs and inclusive of the $1,600,000 advanced funding. Concurrent with the close of the Business Combination, the Company’s board of directors resolved to grant discretionary options to certain employees up to a total of 2,000,000 options during 2021. Concurrent with the close of the Business Combination, the Company resolved to increase the share capital of Freyr Battery Norway AS from NOK 30,000 to NOK 60,000 by increasing the nominal value per share from NOK 10 to NOK 20 for an investment totaling NOK 606,130,000 ( $70,000,000 ) at an extraordinary general meeting. Of the NOK 606,130,000 contribution, NOK 30,000 represents share capital and NOK 606,100,000 represents share premium. Concurrent with the close of the Business Combination, the 2,308,526 warrants held by the third-party service provider of FREYR were exchanged for 413,313 warrants in the Company and the exercise price of NOK 0.01 was adjusted to NOK 0.05546 . On August 11, 2021, the board of directors of the Company approved the issuance of 413,313 ordinary shares of the Company in exchange for all warrants at an exercise price of NOK 0.05546 per warrant for total consideration of NOK 23,000 . On July 19, 2021, the Company reached a final investment decision (“FID”) to proceed with the construction of the customer qualification plant and first battery cell production line in Mo i Rana, Norway. The FID comes after completing the tender processes and allows for the award of contracts for key production equipment supply. Preparatory work on the pilot plant is ongoing with a targeted start of initial operations in the second half of 2022. |
Basis of Presentation and Acc_2
Basis of Presentation and Accounting (Details) - USD ($) | 4 Months Ended | 6 Months Ended | |
May 31, 2021 | Jun. 30, 2021 | Jul. 09, 2021 | |
Basis of Presentation and Accounting | |||
Interest and other bank charges | $ 515 | $ 893 | |
Foreign currency transaction loss | 10 | 1,135 | |
Total impact of accumulated deficit | $ (525) | (2,028) | |
Advance of equity contribution | $ 1,600,000 | $ 1,600,000 |
Temporary Equity (Details)
Temporary Equity (Details) - USD ($) | Jun. 30, 2021 | May 31, 2021 |
Temporary Equity | ||
Redeemable shares, issued | 40,000 | 40,000 |
Nominal value per share | $ 0 | $ 0 |
Aggregate subscription amount | $ 40,000 | $ 40,000 |
Subsequent Events - Additional
Subsequent Events - Additional information (Details) | Aug. 11, 2021USD ($)shares | Aug. 11, 2021kr / shares | Jul. 09, 2021USD ($)shares | Jul. 09, 2021NOK (kr)kr / sharesshares | Jul. 09, 2021NOK (kr)kr / sharesshares | Jun. 30, 2021USD ($) |
Subsequent Event [Line Items] | ||||||
Net cash received from business combination | $ 650,189,029 | kr 606,130,000 | ||||
Advanced funding | $ | 1,600,000 | $ 1,600,000 | ||||
Share capital | kr | kr 30,000 | |||||
Investment amount | $ 70,000,000 | 606,130,000 | ||||
Share premium | kr | kr 606,100,000 | |||||
Consideration | $ | $ 23,000 | |||||
Number of shares authorized | shares | 2,000,000 | 2,000,000 | ||||
Third-party service provider | ||||||
Subsequent Event [Line Items] | ||||||
Number of warrants | shares | 2,308,526 | 2,308,526 | ||||
Number of shares issued on exchange of warrants | shares | 413,313 | 413,313 | 413,313 | |||
Exercise price of warrants | kr / shares | kr 0.05546 | kr 0.01 | ||||
Adjusted exercise price of warrants per share | kr / shares | kr 0.05546 | |||||
Alussa Energy Acquisition Corp | ||||||
Subsequent Event [Line Items] | ||||||
Percentage of ownership interest acquired | 100.00% | 100.00% | ||||
Maximum | ||||||
Subsequent Event [Line Items] | ||||||
Share capital | kr | kr 60,000 | |||||
Nominal value per share | kr / shares | kr 20 | |||||
Minimum | ||||||
Subsequent Event [Line Items] | ||||||
Share capital | kr | kr 30,000 | |||||
Nominal value per share | kr / shares | kr 10 |