FREYR Battery (FREY) 2021年年度報告「NYSE」.pdf

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1、Annualreport2021All statements,other than statements of present or historical fact included in this report,including,without limitation,regarding FREYRs ability to develop clean battery cells at giga-scale;FREYRs anticipated path to commercialization;the development,timeline,capacity and other usefu

2、lness of FREYRs factories,including the CQP and planned Gigafactories;the realization of FREYRs capital spending plan;the progress and development of customer relationships and offtake agreements and supply chain partnerships;FREYRs ability to secure raw material supplies;FREYRs growing pipeline of

3、commercial opportunities;24Ms development of commercial partnerships,including its partnership with the Volkswagen Group;the development and growth of FREYRs target markets;the growth of the lithium-ion battery industry and the electrification of the transportation and power sectors;FREYRs ability t

4、o meet its commitments to sustainability,including the commitments made within FREYR as well as commitments made through the Fair Cobalt Alliance,the Global SME Climate Commitment,the United Nations Race to Zero campaign,the Ten Principles of the United Nations Global Compact and the Business Counci

5、l for Sustainable Energy;the impact of FREYRs factories on biodiversity;FREYRs development of its Management System and its certification under the ISO standards and implementation of any other quality standards;FREYRs adoption of additional corporate policies and technical and process requirements;

6、the execution,publication and implementation of any sustainability analyses;FREYRs development and implementation of an ESG audit plan and ability to advocate for human rights principles and operate its business accordingly;FREYRs ability to uphold its anti-discrimination principles;the positive imp

7、act of FREYRs factories in the relevant local communities and municipalities;FREYRs development of partnerships and engagements with academic institutions,including the development of a pilot battery education program;the commitment of FREYRs partners and suppliers to ethical,responsible and sustain

8、able business practices;FREYRs ability to source inputs locally and decarbonize the Nordic,European and U.S.battery supply chain;FREYRs access to a skilled workforce;FREYRs decarbonization benefits ability to yield cost savings and its competitive advantages on cost;the expected delivery times of an

9、y cell casting and unit assembly equipment;and FREYRs ability to grow its customer portfolio and secure capital to fund expansion are forward-looking statements.ForwardStatementLookingThese forward-looking statements involve significant risks and uncertainties that could cause the actual results to

10、differ materially from the expected results.Most of these factors are outside FREYRs control and are difficult to predict.Additional information about factors that could materially affect FREYR is set forth under the“Risk Factors”section in(i)FREYRs Registration Statement on Form S-1 filed with the

11、Securities and Exchange Commission on August 9,2021,as amended,and(ii)FREYRs annual report on Form 10-K filed with the Securities and Exchange Commission on March 9,2022,and available on the SECs website at www.sec.gov.All forward-looking statements are based on managements knowledge and reasonable

12、expectations at the time of this report.Except as otherwise required by applicable law,FREYR disclaims any duty to update any forward-looking statements,all of which are expressly qualified by the statements in this section,to reflect events or circumstances after the date of this report.Should unde

13、rlying assumptions prove incorrect,actual results and projections could differ materially from those expressed in any forward-looking statements.Table ofContents2021 Key FiguresMission Statement2021 HighlightsCEO Letter Global Challenges Strategy and Outlook Environmental and Social ResponsibilityFR

14、EYRs Customer Qualification Plant24M Battery Cell TechnologySecuring A Sustainable Supply ChainBoard of DirectorsExecutive OfficersForm 10-K2459121417222325273036Annual report 20212|FREYR2021 Key Figures119 18employees23%42Gender balance:Average age:womenyearsnationalitiesPeopleas of December 31,202

15、1Annual report 2021FREYR|3Sustainability membershipsProfit and Financial PositionAs of December 31,2021,FREYR has not derived revenue from its principal business activities.The financial year ending on December 31,2021 produced a consolidated loss of USD 93.4 million.The consolidated balance sheet t

16、otal of the Group on December 31,2021 amounted to USD 627 million.Became member of Fair Cobalt Alliance Became member of Business Council for Sustainable Energy Committed to the UN Race to Zero by 2050Annual report 20214|FREYRMissionStatementTo achieve this,we aim to provide industrial-scale clean b

17、attery solutions to reduce the global CO2 footprint.We have commenced building our Customer Qualification Plant(“CQP”)in Mo i Rana,Norway,and announced potential development of industrial-scale battery cell production in Mo i Rana,as well as in Vaasa,Finland,and the United States.We have the ambitio

18、n to deliver up to 43 gigawatt-hours(“GWh”)of battery cell capacity by 2025 and up to 83 GWh of annual capacity by 2028.FREYR Battery(“FREYR”)is on a mission to accelerate the decarbonization of energy and transportation systems globally.Annual report 2021FREYR|52021HighlightsConsummation of Busines

19、s CombinationFREYR was incorporated as a public limited liability company(“socit anonyme”)under the laws of the Grand Duchy of Luxembourg on January 20,2021.It was formed to complete the merger between Alussa Energy Acquisition Corp.(“Alussa”)and FREYR AS,FREYRs predecessor entity(“FREYR Legacy”)(th

20、e“Business Combination”)and related transactions,and carry on the business of FREYR Legacy.On July 9,2021,FREYR consummated the Business Combination with FREYR Legacy and Alussa.Customer Qualification Plant Final Investment DecisionFREYRs Board of Directors reached a final investment decision(“FID”)

21、to proceeed with the construction of the CQP and first clean battery cell production line in Mo i Rana,Norway.Construction of the facility commenced in 2021,with a targeted start of initial operations in the second half of 2022.FREYR Battery Listed on New York Stock ExchangeIn connection with the Bu

22、siness Combination,FREYR and its ordinary shares and warrants began trading on the NYSE under the ticker symbols FREY and FREY WS,respectively,on July 8,2021.Annual report 20216|FREYRAdvancing Development of Clean Battery Cell Manufacturing in the United StatesFREYR announced the formation of a join

23、t venture(“JV”)in the United States between Koch Strategic Platforms and FREYR.The JV,which has a 50/50 ownership structure,has been established to pursue development of an initial 50 GWh of Gigafactory-scale battery cell manufacturing capacity in the U.S.based on the 24M Technologies(“24M”)SemiSoli

24、d technology platform.FREYR Awarded 31 GWh Inaugural Offtake AgreementFREYR executed an inaugural offtake agreement for at least 31 GWh of clean battery cells with an undisclosed,leading global publicly listed manufacturer and provider of energy storage systems(“ESS”).The two companies agreed to joi

25、ntly develop innovative technology solutions for the fast-growing global ESS market based on clean battery cells manufactured by FREYR.24M Technologies Announced Electric Vehicle Battery Partnership with VolkswagenFREYR welcomed the strategic partnership and investment announced between FREYRs partn

26、er,24M,and Volkswagen Group(“VWAG”)to manufacture next-generation lithium-ion electric vehicle(“EV”)batteries using 24Ms SemiSolid platform.The partnership is focused on the development of production technology for SemiSolid battery cells for use in VWAG EVs.Exploring Industrial Scaling of Battery C

27、ell Technology and Production in FinlandFREYR entered two nonbinding memoranda of understanding(“MoU”)with the City of Vaasa and Finnish Minerals Group,respectively,for strategic collaboration on potential development of industrial-scale clean battery cell technology and production in Finland.Annual

28、 report 2021FREYR|7FREYR and Glencore Sign Supply ContractFREYR and Glencore International AG,one of the worlds largest global diversified natural resource companies,have signed a contract for the supply of up to 1,500 metric tons of high-grade,sustainably sourced cobalt metal cut cathodes made from

29、 at least 50%recycled cobalt produced at Glencores nickel refinery(Nikkelverk)facility in Norway.Innovation Norway Development Grant Innovation Norway,the Norwegian Governments key instrument for supporting innovation and development of Norwegian enterprises and industry,granted NOK 39 million(USD 4

30、.6 million)to FREYR in development support.The grant is provided in the“environmental technology”category and relates to Innovation Norways task of stimulating research and development projects,domestic value generation,and the creation of responsible businesses.Government Grant from EnovaFREYR rece

31、ived a grant for NOK 142 million(USD 16.5 million)from the Norwegian Ministry of Climate and Environment through Enova SF as partial financing for the development and construction of a Customer Qualification Plant in Mo i Rana,Norway.FREYR Joins Fair Cobalt AllianceFREYR has become a member of the F

32、air Cobalt Alliance(“FCA”),underscoring the companys commitment to developing a sustainable global battery industry.The FCA is a multi-stakeholder action platform committed to developing the responsible and fair supply of artisanal mined cobalt from the Democratic Republic of the Congo,with a focus

33、on economic diversification,improving worker conditions at mine sites,and supporting the rights of children.FREYR Signs the Global SME Climate CommitmentFREYR joined the United Nations Race to Zero campaign by signing the SME Climate Commitment.As part of the commitment,FREYR pledged to halve its gr

34、eenhouse gas emissions before 2030,achieve net-zero emissions before 2050,and disclose progress on a yearly basis.Annual report 20218|FREYRFREYR Joins the Business Council for Sustainable EnergyFREYR joined the Business Council for Sustainable Energy,a coalition of companies and trade associations f

35、rom the energy efficiency,natural gas,and renewable energy sectors that collectively advocate for sustainable energy solutions.Annual report 2021FREYR|9CEO LetterDear fellow shareholders,When I reflect on the past 12 months,I am very proud of the progress we have made as an organization.FREYR entere

36、d 2021 as a private company with around 20 people and a promising story.As I write to you today,we are listed on the New York Stock Exchange(“NYSE”),our capital providers are among the worlds most sophisticated investors,we have signed landmark conditional offtake agreements with major global custom

37、ers,and our family of employees and consultants currently includes 200 skilled professionals.But our work is just beginning.The path ahead starts with FREYRs mission to decarbonize the global transportation and power sectorsand the urgency of this mandate has never been clearer.According to scientis

38、ts,our planet is on course to be 2.7 degrees Celsius warmer by 2050,which will have serious consequences for humankind and our environment.At the current rate of growth of CO2 concentration in the atmosphere,we will reach the 1.5-degree threshold already by 2025.At FREYR,we believe the production of

39、 clean batteries is essential to reverse this increasingly alarming trend.Clean batteries are an essential part of a net-zero futureEnabling the transition to net zero,while satisfying the worlds growing demand for energy,is an incredibly complex task.Despite the astounding growth of renewables and

40、other forms of low-carbon energy in recent years,according to Our World in Data,roughly 80%of the nearly 600 exajoules of global primary energy demand is still derived from fossil fuels today.Yet nearly a billion people in the developing world have no access to electricity,and three billion of the w

41、orlds population do not have clean fuels with which to cook.Decarbonizing what we already consume while we further impoverish the less fortunate is an unacceptable outcome.Our net-zero ambitions must be paired with reliable,sustainable,scalable,and affordable solutions to power our societies while w

42、e enhance the global standard of living.Wind,solar,and hydro have emerged as a winning energy trifecta,but these sources of energy have inherent limitations that require consistent backup and storage.Herein lies our opportunity to become a global champion of the energy transition.The International E

43、nergy Agency(“IEA”)has stated in its Sustainable Development Scenario that to reach climate and sustainable energy goals,we will require close to 10,000 installed gigawatt-hours(“GWh”)of batteries and other forms of energy storage by 2040.That is 50 times whats currently available on the market.FREY

44、R is on a path to produce clean battery cells to power and mobilize the worlds growing population,building its global operations based on three core tenets:speed,scale,and sustainability.Annual report 202110|FREYRBuilding the foundation of our businessOur aim is to deliver up to 43 GWh of clean batt

45、ery cell capacity by 2025 and up to 83 GWh by 2028.Big aspirations require bold actions,and FREYR made several significant strides in 2021 on the financial,operational,and commercial fronts.On July 8,2021,FREYR and its ordinary shares and warrants began trading on the NYSE,giving us a strong foundat

46、ion of capital to grow our business.Personally,the experience of ringing the closing bell above the iconic NYSE trading floor on our opening day is a moment I will never forget.Our U.S.listing set the stage for another important strategic initiative later in 2021.In October,we announced the formatio

47、n of a joint venture with Koch Strategic Platforms(“KSP”),which is the investment arm of one of the largest private companies in the U.S.Our shared goal is to develop 50 GWh of Gigafactory-scale battery cell manufacturing capacity,based on the MIT-developed 24M Technologies SemiSolid platform techno

48、logy.The announcement of the joint venture coincided with a collective investment of USD 70 million into 24M by KSP and FREYR.Our strategic partnership with 24M is an important competitive advantage for FREYR across a range of applications.In December,Volkswagen Group announced the selection of 24M

49、as a technology partner and an investment to facilitate a joint development initiative to use 24Ms SemiSolid platform for Volkswagens next-generation lithium-ion EV batteries.The announcement is a clear validation of the technical versatility of 24Ms offering.These important developments were couple

50、d with initiatives to establish our planned giga-scale operations.In July,FREYR reached a final investment decision to proceed with the construction of its Customer Qualification Plant and first battery cell production line in Mo i Rana,Norway.Construction has already commenced,and initial operation

51、s are expected in the second half of 2022.FREYR also announced memoranda of understanding in 2021 with the City of Vaasa and the Finnish Minerals Group to collaborate on the development of industrial-scale battery cell production in Finland.In addition,FREYR signed a supply contract with Glencore In

52、ternational AG to supply the company with up to 1,500 metric tons of high-grade,sustainably sourced and at least 50%recycled cobalt from their refinery in Norway.We and Glencore plan on collaborating closely to minimize our carbon footprint and define actions and milestones to meet the common ambiti

53、on of developing carbon-neutral material,including the potential use of carbon offsets schemes.The progress we have made as an organization has been punctuated in recent months by our initial commercial wins.In December,we announced our first offtake agreement to deliver at least 31 GWh of clean bat

54、tery cells from 2023 to 2028 to a leading global manufacturer and provider of energy storage systems.We were also proud to announce in January 2022 that Honeywell,a Fortune 100 company,will offtake 19 GWh of FREYRs clean battery cells from 2023 to 2030,in accordance with a commercial agreement that

55、could also enable FREYR to leverage Honeywells leading automation and software technologies in our manufacturing process.Annual report 2021FREYR|11We are part of building a sustainable,responsible battery industryWith demand for battery technology rising across Europe and the U.S.,FREYR has secured

56、development grants from Innovation Norway and the Norwegian Ministry of Climate and Environment through Enova SF.Together,these grants total more than NOK 180 million(USD 20 million)and are intended to stimulate value creation for a sustainable,responsible battery industry.Given that sustainability

57、is embedded in all that we do,FREYR committed to the Ten Principles of the United Nations Global Compact and became a member of the Fair Cobalt Alliance,underscoring our commitment to sustainability across the value chain.We also signed the Global SME Climate Commitment,which sets out a commitment f

58、or companies to halve their greenhouse gas emissions by 2030 and reach net zero by 2050.FREYR currently does not have any Scope 1 CO2 emissions and has an initial ambition to achieve,by 2025,an 80%reduction in CO2 footprint on a full value-chain basis for batteries compared to conventional lithium-i

59、on batteries today.In addition,we joined the Business Council for Sustainable Energy to advocate for more sustainable energy solutions.Our commitment to shareholdersFREYRs early successes have enabled us to embark on the next phase of our capital formation journey.As we work toward a final investmen

60、t decision on our first Gigafactory in Mo i Rana,Norway,our team is working to develop capital solutions to complement the funding of the project.We aim to establish 83 GWh of capacity globally by 2028,which will necessitate additional capital.None of these achievements would be possible without you

61、r support as FREYR shareholders.As stewards of your capital,we are committed to deploying resources efficiently,maximizing returns,pursuing value-accretive commercial relationships,and communicating our plans for the business clearly and consistently.Building a global champion of clean battery produ

62、ctionFREYR grew out of an idea to produce clean battery solutions in Norways renewable energy environment.We identified an opportunity to decarbonize the battery space with differentiated technology in 2018,and now,four years later,we are ready to scale and grow across Europe and the U.S.I am enormo

63、usly proud of what we accomplished in 2021,but our journey is just beginning.Like many of you,I am a parent first and foremost,and I believe that we have a profound obligation to safeguard the planet our children will inherit,to ensure health and prosperity for generations to come.We have an opportu

64、nity to be leaders of a second industrial revolution that will secure a sustainable energy future and enhance the global standard of living for future generations.On behalf of the entire FREYR team,thank you so much for your support.Our time is now.Tom Einar JensenCEO,FREYR BatteryAnnual report 2021

65、12|FREYRThe 2030 Agenda for Sustainable Development,adopted by all UN Member States in 2015,provides a shared blueprint for peace and prosperity for people and the planet,now and into the future.At its heart are the 17 Sustainable Development Goals(“SDGs”),which are an urgent call for action by all

66、countriesdeveloped and developingin a global partnership.FREYR has prioritized four SDGs.SDG#7:Ensure access to affordable,reliable,sustainable,and modern energy for all.Provide affordable and clean energy to allThe demand for energy continues to grow along with the worlds population.In the transiti

67、on to net zero,we must continue to meet advancing energy needs and close the gap for nearly a billion people who are without power.Decarbonizing only that which we already consume will further impoverish those who are without access to electricity.To reach net zero,we must secure reliable,sustainabl

68、e,scalable,and affordable solutions to power societies while enhancing standards of living.Wind,solar,and hydropower are growing and viable renewable energy solutions,and sustainably produced batteries will enable the backup and storage required to deliver a stable supply of energy to all.SDG#9:Buil

69、d resilient infrastructure,promote inclusive and sustainable industrialization,and foster innovation.Stimulate sustainable battery industry to meet demandWorldwide demand for battery cell production is projected to reach nine terawatt-hours(“TWh”)in 2030,which may exceed the anticipated annual globa

70、l production at that time.Currently,the worlds battery supply is not on track to meet the Intergovernmental Panel on Climate Changes carbon scenario for limiting global warming to no more than 1.5 degrees Celsius.The gap between supply and demand will only widen in subsequent years unless the batter

71、y industry makes major strides in the next decade.Future demand will stem primarily from the EV market,as well as from the stationary storage and commercial mobility sectors.Meeting global needs on the path to net zero will require a rapid acceleration of battery production,addressing regional suppl

72、y requirements through clean and sustainable sourcing and manufacturing,driven by the innovative use of technology to ensure speed and scalability.GlobalChallengesAnnual report 2021FREYR|13SDG#12:Ensure sustainable consumption and production patterns.Responsible consumption and productionAchieving e

73、conomic growth and sustainable development require us to urgently reduce our footprint by changing the way we produce and consume goods and resources.Batteries are a key enabler to the decarbonization of the global transportation and power sectors,but current practices has their challenges with high

74、 energy use,the significant need for raw materials,and their impact on local communities.Throughout the battery value chain,we must promote efficient management of our shared natural resources.Facilities will be designed to improve resource efficiency and reduce waste.Choice of location,manufacturin

75、g technology,and suppliers will be based on sound management of materials,chemicals,water,and waste in production and through the product life cycle.This is key to minimize emissions into the air,water,and soil and their negative impact on people.Innovation in technology is required to enable direct

76、 recycling with less energy and chemicals and direct reuse of materials in production.We need to increase recycling so that the industry can convert towards a more circular value chain.Sustainable consumption and production is about promoting resource and energy efficiency,sustainable infrastructure

77、,and providing access to basic services,green and decent jobs and a better quality of life for all.Its implementation helps to achieve overall development plans;reduce future economic,environmental,and social costs;strengthen economic competitiveness;and reduce poverty.SDG#13:Take urgent action to c

78、ombat climate change and its impacts.Enable the transition to net zeroRight now,our planet is on course to be 2.7 degrees Celsius warmer by 2050.This scenario would have devastating consequences for human life and the environment.To disrupt this trajectory,the world must take action to minimize the

79、rise in global temperatures to 1.5 degrees Celsius.The decarbonization of the global transportation and power sectors will be key to achieving this goal.Countries are committing to a shift to renewable sources of energy,while the transportation industry is transitioning to batteries and biofuels.Acc

80、ording to the International Energy Agency(“IEA”),achieving our climate and sustainability goals toward a carbon-free future will require up to 10,000 installed GWh of batteries and other energy storage by 2040.Annual report 202114|FREYRFREYRs strategy is based on three core tenets:speed,scale,and su

81、stainability.As the lithium-ion battery industry continues to evolve,we intend to create value for our stakeholders by developing first-mover advantages,capturing economies of scale,and producing clean battery cells to accelerate the decarbonization of energy and transportation systems globally.Spee

82、d The ongoing electrification of the global transportation and power sectors is accelerating across key geographies.Our approach is to capitalize on this opportunity by deploying 24Ms commercially validated SemiSolidTM technology platform to produce clean battery solutions.An essential part of this

83、plan is speed to market,which will secure FREYRs position to develop our customer portfolio,ensure consistent access to growth capital,and drive technological innovation.Scale Battery cell manufacturing is an inherently capital-intensive business characterized by fierce competition.Successfully esta

84、blishing a global commercial presence necessitates giga-scale development.In a worldwide market that appears likely to be short on capacity relative to demand,scale is not just a prerequisite to doing businessit is also an avenue to promote innovative technologies,drive purchasing efficiencies,and d

85、evelop novel approaches to decarbonize the battery value chain.SustainabilityOur team at FREYR is deeply committed to producing industrial-scale clean battery solutions to reduce global emissions.We collectively believe that decarbonizing the value chain is both the right thing to do and a potential

86、 source of sustainable competitive advantage.This perspective and our strategy to bring it to fruition resonate with FREYRs customers,commercial partners,vendors,and other key stakeholders.Strategyand OutlookAnnual report 2021FREYR|15Our initial approach to building sustainable operations is to leve

87、rage cost-competitive,abundant renewable electricity and the efficiency of the 24M SemiSolidTM technology platform as we establish giga-scale capacity at Mo i Rana,Norway.Over time,FREYR intends to expand our decarbonization strategy by localizing supply chains around our planned Gigafactories in No

88、rway,the United States,and Finland.The market opportunityWe believe that batteries are essential to the decarbonization of the global power and transportation sectors,and that impending shifts in the global energy complex are driving a global industrial revolution.Our team aspires to establish FREYR

89、 as a champion of clean battery production against the backdrop of this industrial revolution.As key stakeholders accelerate their efforts to mitigate climate change,we believe that demand for clean battery cells may surge well beyond productive capacity.Battery Cell Demand per 1.6-Degree Scenario(G

90、Wh)Source:Rystad Energy02,0004,0006,0008,00010,0002021202220232024202520262027202820292030OtherProductionEnergy StorageCommercial VehiclePassenger VehicleAnnual report 202116|FREYRAs shown in this recent study,conducted in 2022 by Rystad Energy,estimated battery cell production,which is a function o

91、f risked nameplate capacity,is unlikely to satisfy projected demand for batteries from the passenger vehicle,commercial mobility,and ESS markets through 2030.FREYR has the ambition to deliver 83 GWh of annual clean battery cell capacity by 2028 against this market backdrop,which we expect will lead

92、to meaningful commercial opportunities for the company.Energy Storage Battery Demand(GWh)05001,0001,5002,0003,0002,5002021202220232024202520262027202820292030Rest of WorldChinaNorth AmericaEuropeSource:Rystad EnergyAnnual report 2021FREYR|17FREYRs predecessor entity,FREYR AS,was established in 2018,

93、based on a business plan with sustainability at its strategic core.As we head into 2022,FREYRs value proposition to customers and investors is to provide batteries that are not only technically and commercially competitive with established battery manufacturers but also less carbon-intensive across

94、the value chain.FREYR sustainability governanceFREYR is currently conducting a materiality analysis to assess the environmental,social,and governance factors that have significant impacts on our business and our key stakeholders.The results of this analysis will underpin the core objectives of our E

95、SG strategy and will be published separately during 2022.The Board of Directors is ultimately accountable for our sustainability strategy.In addition,we have established an Executive Sustainability Committee led by the CEO,as well as a Sustainability Working Group with representatives from all busin

96、ess areas and staff functions who will help implement the approved policies and take action to achieve the goals.FREYR is also in the process of developing a management system for sustainability performance,in parallel to setting up the business operations.During 2021,FREYR further developed policie

97、s,processes,and plans related to health,safety,security,environment,and quality(“HSSEQ”)topics and requirements.Stage-gate development processes for buildings and infrastructure,along with product and production system development,were implemented during the year.These processes are an integrated pa

98、rt of the development of FREYRs assets and operations.Environmentaland SocialResponsibilityAnnual report 202118|FREYRIn addition,managerial and support processes were further defined and implemented in 2021.We also decided to formalize and continue to mature FREYRs Management System,which we expect

99、to be certified toward the standards of ISO 9001(quality management),ISO 14001(environmental management),and ISO 45001(occupational health and safety management systems)during 2022.After the certification toward these ISO standards,we anticipate that automotive quality standards will be implemented.

100、In 2021,FREYR selected DNV as the certification body to assess our adherence to selected ISO standards and other requirements.During 2021,FREYR approved the following sustainability policies(from the Board of Directors)and implemented them across the organization:Code of Business Conduct and Ethics

101、Global Anti-Bribery and Anti-Corruption Policy Insider Trading Policy External Communications Policy Investment Policy Related Persons Transactions Policy Corporate Governance Guidelines Board of Directors Committee Charters Whistleblower PolicyIn addition,FREYRs CEO has approved and implemented the

102、 following policies:Supplier Code of Conduct Environmental,Social,and Governance(“ESG”)Policy Anti-Bullying and Harassment Policy Compensation and Benefit Policy Personnel Handbook Gift and Anniversary Policy Travel Policy Housing PrinciplesSeveral additional corporate policies,as well as technical

103、and process requirements,are expected to be developed and implemented as we work toward the start of production in 2022.FREYR has publicly supported regulatory frameworks in global arenas,including in Europe and the U.S.such as the Battery Regulation,Battery Passport and SEC proposals for ESG report

104、ing through work in the Business Council for Sustainable Energy,Global Battery Association,and EUROBATTto ensure that the battery industry makes positive contributions to a sustainable future.Annual report 2021FREYR|19FREYR environmental status and achievements in 2021 Sustainability is an integrate

105、d part of our business strategy.FREYR has a long-term target to produce battery cells with zero direct emissions from battery cell manufacturing facilities to air,soil and water,with zero emissions of toxic substances and other waste from the manufacturing process.We have also set a target carbon fo

106、otprint of 15 kg per kilowatt-hour(“kWh”)for the entirety of the battery value chain,which includes upstream sourcing,downstream packing,and recycling of FREYR batteries.This target is substantially lower than todays global average,which has been calculated by external advisors to be 80 kg CO2/kWh.I

107、n November 2021,FREYR joined the UNs Race to Zero campaign by signing the SME Climate Commitment.As part of the commitment,we have pledged to halve our greenhouse gas emissions before 2030,achieve net-zero emissions before 2050,and disclose progress on a yearly basis.FREYR will use battery manufactu

108、ring technology from 24M.By leveraging the 24M platform,FREYR expects to reduce the amount of space required to manufacture cells,which should improve the biodiversity footprint and save energy as well as water.This is due to the technology simplifying manufacturing and avoiding heating in the proce

109、ss.Based on 24M technology,FREYRs battery cells should be easier to dismantle in the event of a malfunction and simpler to recycle at the end of their lifetimes.In 2021,FREYR prepared an invitation to tender for recycling solutions suppliers,with the aim to handle 100%of the production waste from th

110、e CQP from the onset of operations.FREYR social issues,status,and achievements in 2021 The Board of Directors of FREYR approved the Code of Business Conduct and Ethics during our inaugural board meeting in July 2021.The code,which is mandatory for all employees to read and sign,clearly states that F

111、REYRs business is to be conducted in accordance with fundamental human and labor rights as defined in the UN Guiding Principles on Business and Human Rights,the Ten Principles of the UN Global Compact,and the International Labour Organizations Declaration on Fundamental Principles and Rights at Work

112、.FREYR condemns all forms of human rights violations and expects employees,business partners,and others associated with its business operations to be equally committed to human rights.When considering new business partners or when procuring goods and services,FREYR will review any associated human r

113、ights issues and work to ensure that operations are not in conflict with fundamental human rights principles.This has been further detailed in FREYRs approved and implemented Supplier Code of Conduct,which all suppliers are obliged to commit to through dialogue and legally binding signatures.Systems

114、 to follow up on these commitments were established in FREYRs procurement process throughout 2021,and this will continue to be our focus in 2022.Responsible sourcing of raw materials in the prevailing environment is a challenge that we take very seriously at FREYR.In October 2021,our team leveraged

115、third-party data platforms that mapped the upstream value chain and adjacent hot spots for potential ESG risks.In 2022,FREYR will continue to develop this program and expects to implement an ESG audit plan for suppliers and improvement road maps as needed for supplier partnerships.Annual report 2021

116、20|FREYRAt FREYR,we strive to create equal opportunities for all current and prospective employees,and we maintain a workplace with zero tolerance for any form of discrimination.To uphold these principles,we have implemented several measures:Frequent pulse surveys are regularly conducted to give emp

117、loyees an opportunity to anonymously provide feedback about our workplace.The findings are then reviewed by senior management and shared in regular town hall meetings.A whistleblower hotline has been launched.No alerts were reported in 2021.Compensation analysis from 2021 confirmed that FREYR is a“f

118、air payer”across genders and ethnicities.We developed a personnel handbook that includes policies regarding bullying and harassment.FREYR recruitment processes have been developed to safeguard equal opportunities.Documented performance management processes are in place.The composition of our workfor

119、ce by gender is 23%women and 77%men.No employees were on parental leave in 2021.In September 2021,a third-party consultancy,Menon,published an analysis of the ripple effects of FREYRs investments in the Rana municipality,where our CQP and initial Gigafactory sites are located.The analysis indicated

120、that FREYRs development at Mo i Rana is expected to create up to 2,550 jobs in the municipalitys business and public sectors.The anticipated job creation should provide a basis for total population growth of about 5,000 people in the region,from the current population of 26,000.FREYRs planned invest

121、ment in the area is expected to have an impact on:Housing Education and competence Public finances and services Transportation infrastructure Power development EnvironmentOur collaboration with the Rana municipality includes direct investments and programs to stimulate beneficial outcomes for the co

122、mmunity.In anticipation of population growth,FREYR has secured agreements with real estate investors Zar Eiendom and Ranheim Eiendom,as well as with the local bank,Sparebank 1 Helgeland,to rapidly develop sufficient housing in Mo i Rana.Our shared intention is to minimize rental price inflation as t

123、he community grows.Rana Utvikling,which is central to this collaboration,has established a“Giga Mo i Rana”program to address the range of potential issues identified by the Menon report.FREYRs commitment to this effort includes a seat on the steering committee of Rana Utvikling.Annual report 2021FRE

124、YR|21FREYR partners with leading academic institutions in Norway and the EU to attract talent and foster technical innovation.Currently,we have engagements with five Norwegian universities and several research centers across the EU,including University Braunschweig in Germany,IMEC in Belgium,and CID

125、ETEC in Spain.The rapid ongoing and projected growth of the battery market will require the continued development of technical capabilities.In 2021,FREYR developed a study and BattKOMP report in partnership with other European battery manufacturers.The findings of this report helped to attract publi

126、c funding for a Norwegian Battery Vocational School pilot project.FREYR is collaborating with several other Norwegian companies,vocational schools,industry organizations,unions,and other stakeholders across the Nordland region in Norway to launch this pilot battery education program.Battery speciali

127、zation studies are expected to be available from the fall semester of 2022 and will likely include the following modules:industrial intelligence,logistics and traceability in production,the battery industry and sustainability,SMART maintenance,electrochemistry and material technology for batteries,a

128、nd flexible and digitized battery production.Annual report 202122|FREYRIn 2021,we commenced construction of our CQP in Mo i Rana,Norway.The CQP is intended to support the rapid development of FREYRs initial production capacity and validate and improve the technology,materials,and cell design as the

129、company prepares for commercial-scale production at its planned Gigafactories.The CQP is now being constructed at the quay in Mo Industrial Park inside an existing 13,000-square-meter building that was previously used for manufacturing pipes.We reached an FID to proceed with CQP construction on July

130、 13,2021.In conjunction with the FID,FREYR awarded contracts for production equipment supply,which will be based on 24Ms SemiSolid lithium-ion battery technology.The CQP will enable industrial-scale implementation of this technology,testing of materials and battery cells,and the supply of samples to

131、 existing and potential customers.Among our key vendors is Mpac Lambert,a leading UK-based manufacturer of factory automation platforms and transformational technologies.In conjunction with our partners at 24M,in July 2021,we selected Mpac Lambert to supply the casting and unit assembly equipment fo

132、r the CQP production line.In August 2021,FREYR started preparatory work in the CQP building,followed by the start of construction of steel structures and the interior of the facility and commenced preparatory groundwork at the brownfield site.The start of the operations is planned for the second hal

133、f of 2022.FREYR works under the Norwegian health,safety,and environmental requirements for projects in Norway,including health and safety regulations for employees and contractors,both in project development and in construction and operation of facilities.We believe that the location of the CQP and

134、planned Gigafactories in Norway will bring about sustainable competitive advantages.FREYRs initial strategic base will benefit from access to reliable and cost-competitive renewable energy to power our operations.Additionally,our Mo i Rana location will tap into a highly skilled workforce and a loca

135、l logistics model that takes advantage of existing port,rail,air,and roadways for utmost efficiency.FREYRs Customer Qualification PlantAnnual report 2021FREYR|23In 2020,FREYR entered into a licensing and servicing agreement to use 24Ms SemiSolid lithium-ion battery cell technology.The innovative Sem

136、iSolid platform reduces the number of production steps in electrode manufacturing to just five,compared with 15 in a conventional manufacturing process.The agreement between 24M and FREYR provides us with rights to unlimited production of battery cells based on 24Ms current and all future technology

137、.This will enable FREYR to benefit from 24Ms ongoing R&D and integrate future versions of the SemiSolid platform into its production and sales of battery cells in all market segments.FREYR selected 24Ms process technology due to its potential to reduce raw material needs,manufacturing waste,and ener

138、gy consumption.Implementing the 24M platform is also expected to minimize labor requirements and enhance capital efficiency,prospectively enabling production of clean,cost competitive,and high-energy-density batteries.The 24M production platform provides FREYR with the flexibility to develop batteri

139、es of varying chemistries,sizes,and form factors.Accordingly,we intend to leverage the 24M technology for a wide range of product applications.We plan to produce cells using the 24M platform for use in ESS,commercial mobility,and passenger EV markets.The current version of the technology is ideally

140、suited for production of thick electrodes for slow-charge applications in commercial road and maritime applications.24M is also developing fast-charge EV solutions for the broader consumer segment based on its production platform.In late 2021,24M announced a partnership with Volkswagen to manufactur

141、e next-generation lithium-ion EV batteries.These battery cells,which will leverage the advantage of the SemiSolid platform,will be developed for Volkswagens growing portfolio of electric vehicles.24M Battery Cell Technology Annual report 202124|FREYRAs part of this partnership,Volkswagen is investin

142、g in 24M and establishing a wholly owned subsidiary that will develop battery cell technology specifically for automotive applications.Passenger EV battery development is critical to FREYRs long-term strategy to accelerate adoption of affordable EVs,and the agreement with Volkswagen is a strong vali

143、dation of the versatility of the SemiSolid platform.By combining the 24M platform with access to clean,low-cost renewable energy and Norways highly skilled labor force,FREYR is well positioned to deliver safe,high-quality,clean batteries.Together,we intend to develop a variety of battery sizes,forma

144、ts,and chemistries to meet a range of customer requirements across several rapidly growing end markets.Annual report 2021FREYR|25Securing a Sustainable Supply ChainSince our inception,FREYR has been focused on developing a reliable,sustainable,decarbonized supply chain.In accordance with this strate

145、gy and our corporate mission,we will strive to partner with suppliers who share our commitment to ethical,responsible,and sustainable business practices.As we establish and mature our operations,we intend to further enhance the sustainability of our supply chain by localizing raw materials sources a

146、nd ensuring access to renewable energy.The Nordic region and the U.S.are abundant in key upstream inputs and have two advantages:proximity to our operations and high standards of ethics and compliance.Sourcing from these regions should enable FREYR and its partners to develop clean,responsibly produ

147、ced batteries.Sustainability advantages of a Nordic battery beltThe potential benefits of incubating a Nordic battery supply chain are strategic,financial,and ethical.There is a high percentage of renewable electricity generation in Norway,and by maintaining operations in the Nordic region,FREYR can

148、 minimize transportation requirements and further reduce its carbon footprint.As we develop this strategy,we will continue to work with suppliers that focus on decarbonizing extraction techniques and other elements in their operations.Plans to replicate our sustainable operational framework in the U

149、.S.FREYRs intent to establish a sustainable,responsible,low-carbon value chain is not exclusive to the Nordic region.In collaboration with our partners at KSP,we aim to localize our North American supply chain and select Gigafactory sites based on access to abundant and cost-competitive renewable po

150、wer.Annual report 202126|FREYRSecuring raw-material supply on the path to giga-scale productionThroughout 2021 and into 2022,FREYR has entered into agreements to secure our supply of raw materials.Frame agreements have been reached for nine of 13 key upstream inputs for FREYRs CQP and(initial)combin

151、ed Gigafactory in Mo i Rana,Norway.Over the coming months,we plan to finalize frame agreements for the remaining four inputs while we advance toward firm volume and pricing conditions with these suppliers.The agreement with Glencore in 2021 to use sustainably sourced cobalt is indicative of our comm

152、itment to partner with world-class companies that do business the right way.In 2022,FREYR also announced the pursuit of a joint venture with the Taiwanese company Aleees to potentially build a lithium iron phosphate(“LFP”)cathode manufacturing facility in the Nordic region.Our longer-term vision is

153、to significantly lower the carbon footprint of the battery value chain across the full life span of our battery cells.This involves measures beyond just the procurement,manufacture,and distribution of FREYR batteries,and encompasses the post-use recyclability of our cells.Annual report 2021FREYR|27B

154、oard ofDirectorsMr.Sjtveit founded FREYR Legacy in 2018 and has served as its Executive Chair since its inception.Prior to FREYR Legacy,Mr.Sjtveit was Group Chief Executive Officer of Sarawak Energy Berhad in Malaysia.Prior to SEB,Mr.Sjtveit held multiple senior leadership roles at large industrial

155、companies,including President and Chief Executive Officer of Aker Yards ASA(now a subsidiary of STX Corporation)and Executive Vice President of Aluminum Metal of Norsk Hydro ASA.Mr.Sjtveit has served on the board of directors of Syncron AB and on the board of directors of the International Hydropowe

156、r Association.During his tenure at Norsk Hydro,Aker Yards,and Sarawak Energy,Mr.Sjtveit served on other boards of directors,including for Torvald Klaveness Group and the Norwegian Petroleum Association.Mr.Sjtveit studied engineering at Porsgrunn Tekniske and Stavanger ingenirhgskole(now part of the

157、University of Stavanger).Mr.Matrai joined FREYR Legacys board of directors in 2019.Prior to and concurrently with joining FREYR Legacy,he served as Co-Founder and Managing Partner at EDGE Global LLC.Prior to EDGE Global LLC,Mr.Matrai was senior advisor at SYSTEMIQ Ltd and Chief Financial Officer at

158、Joule Unlimited.He has also served on the board of directors of the not-for-profit HTTP Foundation.Mr.Matrai holds a B.S.in Economics and M.Sc.in Finance from Budapest University of Economics,an M.Sc.in Financial Services and Banking Techniques from Universit Panthon-Assas,and an M.B.A.from the Univ

159、ersity of Chicago Booth School of Business.Torstein Dale SjtveitFounder and Executive Chairperson of the Board of DirectorsDirector and Co-FounderPeter MatraiAnnual report 202128|FREYRMs.Svarva currently serves as a director of FREYR.She is the chair of the board of directors of DNB ASA and the boar

160、d of directors of Norfund(the Norwegian Investment Fund for developing countries).She was formerly the Chief Executive Officer at Folketrygdfondet(the Government Pension Fund Norway).Ms.Svarva has also served on the board of directors of Investinor,as well as the Institute of International Finance.M

161、s.Svarva holds an Associate degree from Trondheim University College,a B.S.in Business Administration from the University of Denver,and an M.B.A.from the University of Denver.Mr.Barcelo currently serves as a director of FREYR.He is also the managing member of Alussa Energy Sponsor LLC and chair of H

162、ODL Ranch Limited.Prior to founding Alussa Energy,he was Director of Research and Portfolio Manager at Moore Capital Management.Prior to that,he was Equity Research Analyst with Lehman Brothers and Bank of America.He has also served as Managing Director and Head of Oil&Gas at Renaissance Capital in

163、Moscow.Mr.Barcelo has held the positions of Chief Financial Officer of Ruspetro plc and Head of Corporate Finance of Lekoil Limited in Nigeria.He has also been the Co-founder,Director,and Chief Financial Officer of Invicti Terra Argentina Limited in Argentina.Mr.Barcelo is a graduate of Syracuse Uni

164、versity with a Bachelor of Science in Finance and is also a CFA charterholder.Ms.Berdal currently serves as a director of FREYR.Ms.Berdal is the chair of the board of directors of Goodtech ASA,and she sits on the boards of Electromagnetic Geoservices ASA,Energima AS,KLP Eiendom AS,Norsk Titanium AS,

165、Kongsberg Digital Holding ASA,and the Norwegian branch of Transparency International,and also serves as the chair of the Nomination Committee of Borregaard ASA.Ms.Berdal has been a self-employed corporate adviser,lecturer,and investor since 2005.She has held various board and professional assignment

166、s in private,public,and listed companies,including as member and chair of the board of Renewable Energy Corporation ASA,subsequently REC Solar ASA,and member and chair of the board of Gassco AS.She previously worked as an attorney and partner at the law firm Arntzen de Besche in Oslo and as in-house

167、 legal adviser to TOTAL Norge AS.Ms.Berdal holds a Master of Laws from the University of Oslo.Mimi BerdalOlaug SvarvaDirector of the BoardDirector of the BoardDirector of the BoardDaniel BarceloAnnual report 2021FREYR|29Monica TibaMr.Bezdek currently serves as a director of FREYR.Mr.Bezdek is the Ma

168、naging Director of Koch Strategic Platforms(KSP),an investment arm of Koch Industries.In his current role,Mr.Bezdek leads investments as part of KSPs energy transformation vertical.He has spent 26 years with Koch companies in a variety of finance and commercial leadership roles,primarily in the ener

169、gy industry.Mr.Bezdek has underwritten significant investments by KSP in the battery value chain and brings that industry knowledge to the board of FREYR.Mr.Bezdek currently serves on the board of directors of four companies in which Koch has an investment and serves on the management committee of a

170、 joint venture created by KSP.Mr.Bezdek holds a Bachelor of Science in Business Administration,Finance Concentration from the University of Kansas.Ms.Tiba currently serves as a director of FREYR and is the chair of the audit and risk committee.Ms.Tiba is a member of the Tenaris board of directors an

171、d chair of the audit committee.She is a Brazilian qualified lawyer and accountant with 20 years of professional experience in Brazil and Luxembourg.She started her career at Barbosa,Mussnich&Arago law firm in Rio de Janeiro,Brazil.She has held executive roles at EY and PwC,in their Brazil and Luxemb

172、ourg offices.Ms.Tiba has also held the position of international senior wealth planner at Banque Edmond de Rothschild in Luxembourg.She also currently serves as member of the board of directors of Investing for Development SICAV,a Luxembourg social impact fund and of its Forest and Climate Change Fu

173、nd.She holds a Master of Laws in International and Comparative Law at the Vrije Universiteit Brussel,a specialization in EU tax law from Leiden University,and a Master of Laws in international taxation from Vienna University of Economics.Mr.Cur currently serves as a director of FREYR.He also serves

174、as Tenaris Vice Chair of the board of directors after a 32-year professional tenure with the company.He previously served as Tenariss President for North America,as well as the President and CEO of both Maverick Tube Corp.and Hydril Company.He has also served as President of Tenaris AlgomaTubes and

175、Director at Alussa Energy Acquisition Corp and Director at the American Petroleum Institute.He currently serves on the board of directors of Cubility AS and the American Institute for Steel and Iron.Cur graduated with a degree in Marine Engineering from the Institute Tecnologico de Buenos Aires,and

176、he holds an MBA from the Massachusetts Institute of Technology(M.I.T.).Director of the BoardDirector of the BoardGerman CurDirector of the BoardJeremy BezdekAnnual report 202130|FREYRExecutiveOfficersBelow are the names,titles,and biographical information for each of our current executive officers a

177、s of May 18,2022.Mr.Jensen currently serves as Chief Executive Officer of FREYR.Prior to and concurrently with FREYR,Mr.Jensen has served as Co-Founder and Partner of EDGE Global LLC.Prior to EDGE Global LLC and FREYR,he served in multiple positions,most recently as Partner and Senior Advisor at SYS

178、TEMIQ Ltd.Mr.Jensen has also held the position of Executive Vice President at Joule Unlimited and as Chief Executive Officer at Agrinos AS.Prior to that,Mr.Jensen served in various executive positions in finance,strategy,and business development at Norsk Hydro.He holds an M.Sc.in Finance and Economi

179、cs from the Norwegian School of Economics.Mr.Haugan currently serves as Chief Operating Officer of FREYR.He is also Managing Director of FREYR Battery Norway.Prior to joining FREYR,Mr.Haugan led Projects and Operations at Aker Horizons AS.Prior to Aker Horizons AS,he was Chief Executive Officer at A

180、ker Energy AS.Mr.Haugan has also held the position of Chief Executive Officer at Kvaerner ASA.He serves on the board of directors of Aker Solutions ASA.Mr.Haugan holds an M.Sc.in Civil Engineering from the University of Colorado at Boulder.Tom Einar JensenCo-Founder and Chief Executive OfficerJan Ar

181、ve HauganChief Operating OfficerAnnual report 2021FREYR|31Mr.Brown joined FREYR in April 2022 and currently serves as Group Chief Financial Officer of FREYR.He comes with more than 30 years of energy industry experience,having most recently been Senior Vice President of Strategy,Business Development

182、,and Supply Chain for Occidental Petroleum Corporation.Prior to joining Occidental,he held positions of increasing responsibility as an investment banker with CS First Boston,Lehman Brothers,Barclays Capital,and Bank of America Merrill Lynch,where he was co-head of Americas Energy Investment Banking

183、.He is a board member and chairs the ESG Committee of Western Midstream Partners LP(NYSE:WES)and is a past director of Plains All-American Pipeline LP(NYSE:PAA)and Plains GP Holdings LP(NYSE:PAGP).Mr.Brown holds a bachelors degree in Business Administration,Finance,and Marketing from the University

184、of Texas at Austin.Mr.Kawaguchi currently serves as Chief Technology Officer of FREYR.Prior to joining FREYR,Mr.Kawaguchi was a full-time consultant to FREYR at Tecosim Simulation Ltd.Prior to Tecosim Simulation Ltd.,he was Solution Owner EV Battery at Dyson Automotive R&D Limited.Prior to Dyson Aut

185、omotive R&D Limited,Mr.Kawaguchi was a Solution Owner EV Battery at Dyson Technology Limited.He has also held multiple positions at Nissan Motor Corporation,most recently as Senior Manager Electric Powertrain Strategy Planning.Mr.Kawaguchi holds a B.S.and an M.Sc.in Aerospace Engineering from Nagoya

186、 University.Mr.Brautaset currently serves as Chief Legal Officer of FREYR.Prior to joining FREYR,Mr.Brautaset was an independent attorney.Prior to that,he was Chief Legal Officer at Aker Energy AS.Mr.Brautaset has also served as Vice President Legal at Equinor ASA(formerly known as Statoil ASA)and H

187、ead of Legal and Compliance at Statoil Tanzania AS.Mr.Brautaset has more than 20 years of experience as in-house counsel and holds a Master of Laws from the University of Oslo.Ms.Norheim currently serves as Executive Vice President,Corporate Public Affairs and Sustainability of FREYR.She previously

188、served as FREYR Batterys Executive Vice President,Human Resources,Sustainability and Communications.Prior to joining FREYR,Ms.Norheim was with Spencer Stuart and also held executive roles at Norsk Hydro and Equinor,serving as Chief Sustainability Officer and SVP Reserves&Field Development.Ms.Norheim

189、 has also held the positions of Senior Advisor in the Office of the Prime Minister of Norway and State Secretary to the Prime Minister and the Minister of Finance.She currently serves as Deputy Chair on the board of directors of the not-for-profit Norwegian Refugee Council.Ms.Norheim holds an M.Sc.i

190、n Economics and Business Administration from the Norwegian School of Economics.Oscar BrownRyuta KawaguchiGroup Chief Financial OfficerChief Technology OfficerAre BrautasetHege Marie NorheimChief Legal OfficerExecutive Vice President,Corporate Public Affairs and SustainabilityAnnual report 202132|FRE

191、YRMr.Kilde currently serves as Executive Vice President,Project Execution.Prior to joining FREYR,Mr.Kilde was Executive Vice President at Bane NOR.Prior to Bane NOR,he was Executive Vice President,Project Execution at Sarawak Energy Berhad.Mr.Kilde has also served as Executive Vice President and Hea

192、d of Wafer Division at Renewable Energy Corporation ASA.Mr.Kilde holds a B.S.in Mechanical Engineering from University of Trondheim.Ms.Ljungquist currently serves as Executive Vice President,Operations of FREYR.Prior to joining FREYR,Ms.Ljungquist was Executive Vice President at Moreld AS.Prior to M

193、oreld AS,she was Chief Executive Officer at Agility Subsea Fabrication.She has also held multiple senior management roles at Norsk Hydro,among others as Managing Director of Hydro Clervaux,Luxembourg.Ms.Ljungquist holds an M.Sc.in Material Science and Engineering from the Norwegian University of Sci

194、ence and Technology.Mr.Bonduelle currently serves as Executive Vice President,Sales of FREYR.Prior to joining FREYR,Mr.Bonduelle held multiple positions at EnerSys,most recently as Sales Vice President EMEA and APAC and prior to that as Vice President Sales Reserve Power EMEA.Mr.Bonduelle holds a B.

195、S.and an M.Sc.in Mechanical Engineering from ENIM University.Dr.Hauke currently serves as Executive Vice President,Supply Chain Management of FREYR.He has more than 20 years of experience in the carbon and graphite industry,especially in materials and components for the renewable energy sector.Previ

196、ously,Dr.Hauke served as Senior Vice President,Business Line Fuel Cell Components and before that as Group Vice President,Technology and Innovationboth for SGL Carbon SE.He has been a member of the supervisory board for BSCCB SpA,and a board member of the German Carbon Composites Association CC eV.D

197、r.Hauke holds a PhD in solid state physics from University of Halle-Wittenberg and an MBA from the University of Augsburg/Pittsburgh.Einar KildeTove Nilsen LjungquistExecutive Vice President,Project ExecutionExecutive Vice President,OperationsGery BonduelleExecutive Vice President,SalesTilo HaukeExe

198、cutive Vice President,Supply Chain ManagementAnnual report 2021FREYR|33Mr.Dahm-Simonsen currently serves as Senior Vice President,Human Resources of FREYR.He has more than 20 years of experience within international human resources and organizational development.Prior to joining FREYR,he served as t

199、he Chief HR Officer in Wallenius Wilhelmsen and in the airline industry with Norwegian.Mr.Dahm-Simonsen has also held HR management roles in Equinor(formerly Statoil)as well as in General Electric and Aker Solutions.He holds an MBA in HR and Organizational Behavior from the University of Wales,Abery

200、stwyth.Mr.Deleryd currently serves as Senior Vice President,Corporate Quality,Safety and Security of FREYR.He has more than 20 years of experience managing global organizations.Prior to joining FREYR,he was CEO&President at the Swedish Institute for Quality(SIQ).Since 2005,he holds a Professorship i

201、n Quality Technology and Management at Mlardalen University in Sweden.Mr.Deleryd has also held executive roles within quality management,safety&environmental care at corporate level in Volvo Group and Bombardier Transportation.Mr.Deleryd holds a PhD-in Quality Management from the Lule University of

202、Technology.Mr.Thorsdal currently serves as Senior Vice President,Project Development of FREYR.He is a seasoned executive and board member with more than a decade of leadership experience in international industrial companies.Prior to joining FREYR,he was on the management board of Eurochem Group AG,

203、one of the largest fertilizer companies in the world with more than 30,000 employees,as the Chief legal and Compliance officer.Previously,he served as CEO of Kvrner Russia,Chief Commercial and Legal Officer at Aker Business services(later Cognizant Oil and gas),and Global head of Integrity&Complianc

204、e at Aker Solutions.Mr.Thorsdal holds a cand.jur-law degree from the University of Oslo.Mr.Hvattum currently serves as Vice President,Sustainability of FREYR.He has nearly 20 years of experience within consulting,strategy,and sustainability.He currently serves as Chairman of the Board for WWF-Norway

205、,alongside his current role.Prior to joining FREYR,Mr.Hvattum held the position as Chief of Strategy&Sustainability in Ruter AS,as well as strategy and sustainability consulting roles within Accenture in Switzerland and Norway.Mr.Hvattum holds a Licentiate degree in Business administration from the

206、University of Fribourg.Jan Dahm-SimonsenMats DelerydAxel ThorsdalFrode HvattumSenior Vice President,Human ResourcesSenior Vice President,Corporate Quality,Safety&SecuritySenior Vice President,Project DevelopmentVice President,SustainabilityAnnual report 202134|FREYRKatrin BerntsenVice President,Comm

207、unication and Public AffairsMs.Berntsen currently serves as Vice President,Communication and Public Affairs of FREYR.She has more than 20 years of experience within corporate communication and international media relations.Prior to joining FREYR,she served as Director of Communications for Aker BioM

208、arine.She has also held the role of Global Head of Media Relations for Opera Software and Wilhelmsen Ships Service,as well as expert positions in the Bank of Estonia and the Estonian Ministry of Finance.Ms.Berntsen holds an MA in European Politics from the Lund University,in addition to a diploma in

209、 International Relations and Diplomacy from the Estonian School of Diplomats.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 FORM 10-K (Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,2021 OR T

210、RANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _ to _ Commission file number 001-40581 FREYR Battery(Exact name of registrant as specified in its charter)Luxembourg 001-40581 Not Applicable(State or other jurisdiction of incorpor

211、ation)(Commission File Number)(I.R.S.Employer Identification No.)412F,route dEsch,L-2086 Luxembourg Grand Duchy of Luxembourg Not Applicable(Address of Principal Executive Offices)(Zip Code)Registrants telephone number,including area code:+352 46 61 11 3721 Not Applicable(Former Name or Former Addre

212、ss,if Changed Since Last Report)Securities registered pursuant to Section 12(b)of the Act:Title of each class Trading Symbol(s)Name of each exchange on which registered Ordinary Shares,without nominal value FREY New York Stock Exchange Warrants,each whole warrant exercisable for one Ordinary Share a

213、t an exercise price of$11.50 FREY WS New York Stock Exchange Securities registered pursuant to Section 12(g)of the Act:None.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not req

214、uired to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate by check mark whether the registrant:(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the r

215、egistrant was required to file such reports);and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 o

216、f this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging gr

217、owth company.See the definitions of“large accelerated filer,”“accelerated filer.”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.(Check one):1 Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company I

218、f 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.Indicate by check mark whether the registrant has fil

219、ed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.Indicate by check mark wh

220、ether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No As of June 30,2021,the last business day of the Registrants most recently completed second quarter,the aggregate market value of the voting and non-voting Ordinary Shares held by non-affiliates,computed by reference

221、to the closing price of$9.91 reported on the New York Stock Exchange,was approximately$284.9 million.For the purposes of this calculation,shares of Ordinary Shares beneficially owned by each executive officer,director,and holder of more than 10%of our Ordinary Shares have been excluded in that such

222、persons may be deemed to be affiliates.This determination of affiliate status is not necessarily a conclusive determination for other purposes.As of March 8,2022,116,853,504 shares of the registrants Ordinary Shares and 26,801,075 Warrants to purchase shares of the registrants Ordinary Shares,were i

223、ssued and outstanding.DOCUMENTS INCORPORATED BY REFERENCE None.FREYR Battery Table of Contents PART I ITEM 1.BUSINESS 1 ITEM 1A.RISK FACTORS 12 ITEM 1B.UNRESOLVED STAFF COMMENTS 39 ITEM 2.PROPERTIES 39 ITEM 3.LEGAL PROCEEDINGS 40 ITEM 4.MINE SAFETY DISCLOSURES 40 PART II ITEM 5.MARKET FOR REGISTRANT

224、S COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 41 ITEM 6.RESERVED 43 ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 43 ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.51 ITEM 8.FINANCIAL STATEMENTS

225、 AND SUPPLEMENTARY DATA F-1 ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 52 ITEM 9A.CONTROLS AND PROCEDURES 52 ITEM 9B.OTHER INFORMATION 52 ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 52 PART III ITEM 10.DIRECTORS,EXECUTI

226、VE OFFICERS AND CORPORATE GOVERNANCE 53 ITEM 11.EXECUTIVE COMPENSATION 59 ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 72 ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,AND DIRECTOR INDEPENDENCE 76 ITEM 14.PRINCIPAL ACCOUNTANT FEES AN

227、D SERVICES 82 PART IV ITEM 15.EXHIBIT AND FINANCIAL STATEMENT SCHEDULES 83 ITEM 16.FORM 10-K SUMMARY 86 SIGNATURES 87 i Cautionary Note Regarding Forward-Looking Statements References in this document to the“Registrant,”“FREYR Battery,”“FREYR,”the“Company,”“we,”“management,”“us”or“our”refers to FREY

228、R Battery and its consolidated subsidiaries,except where the context otherwise requires or indicates.We make forward-looking statements in this Annual Report on Form 10-K(this“Report”)and in documents incorporated herein by reference.All statements,other than statements of present or historical fact

229、 included in or incorporated by reference in this Report,regarding FREYR Batterys future financial performance,as well as our strategy,future operations,financial position,estimated revenues,and losses,projected costs,prospects,plans and objectives of management are forward-looking statements.When u

230、sed in this Report,the words“anticipate,”“believe,”“continue,”“could,”“estimate,”“expect,”“intends,”“may,”“might,”“plan,”“possible,”“potential,”“predict,”“project,”“should,”“will,”“would”the negative of such terms and other similar expressions are intended to identify forward-looking statements,alth

231、ough not all forward-looking statements contain such identifying words.These forward-looking statements are based on managements current expectations,assumptions,hopes,beliefs,intentions and strategies regarding future events and are based on currently available information as to the outcome and tim

232、ing of future events.We caution you that these forward-looking statements are subject to all of the risks and uncertainties,most of which are difficult to predict and many of which are beyond our control,incident to our business.These forward-looking statements are based on information available as

233、of the date of this Report,and current expectations,forecasts and assumptions,and involve a number of risks and uncertainties.Accordingly,forward-looking statements in this Report and in any document incorporated herein by reference should not be relied upon as representing our views as of any subse

234、quent date,and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made,whether as a result of new information,future events or otherwise,except as may be required under applicable securities laws.As a result of a number

235、 of known and unknown risks and uncertainties,our actual results or performance may be materially different from those expressed or implied by these forward-looking statements.Some factors that could cause actual results to differ include:Changes adversely affecting the battery industry and the deve

236、lopment of existing or new technologies;The effect of the COVID-19 pandemic on our business;The failure of 24M Technologies,Inc.(“24M”)technology or our batteries to perform as expected;24M or other future counterparties will provide similar licenses to other manufacturers which will increase our co

237、mpetition;Our ability to manufacture battery cells and to develop and increase our production capacity in a cost-effective manner;The electrification of energy sources does not develop as expected,or develops more slowly than expected;Technological developments in existing technologies or new develo

238、pments in competitive technologies that could adversely affect the demand for our battery cells;General economic conditions;Increases in the cost of electricity or raw materials and components;Our ability to protect our intellectual property;Changes in applicable laws or regulations,including enviro

239、nmental and export control laws;ii Our ability to attract and retain key employees;Our ability to execute and realize our business strategy and plans;Our ability to target and retain customers and suppliers;The failure to build our finance infrastructure and improve our accounting systems and contro

240、ls;Our ability to assert,enforce and otherwise protect against unauthorized use of intellectual property rights licensed from 24M,which could result in our competitors using the intellectual property to offer products;The outcome of any legal proceedings relating to our products and services,includi

241、ng intellectual property or product liability claims;Whether and when we might pay dividends;Our ability to source materials from an ethically-and sustainably-sourced supply chain and 24M-qualified suppliers in sufficient quantities;The result of future financing efforts;The cost-competitiveness,car

242、bon footprint,energy density and charge-rates of our batteries;The timing,capacity,configurations and locations of our battery factories and production lines;The planned construction and production dates for the customer qualification plant and the planned construction period for each of our Gigafac

243、tories;The cost to build the customer qualification plant and the Gigafactories;Our expectations for our general and administrative expenses;Our expectations about market supply,demand and other dynamics,including the number of industrial-scale battery manufacturing facilities in Norway,supply costs

244、,regulatory developments,increased globalization,consolidation in the automotive and energy industries;The use and mix of lithium-nickel-manganese-oxide and lithium-iron-phosphate battery chemistries,including shifts in the battery chemistry mix due to conversations with potential customers;The mark

245、et segments that we will initially target;Whether we will successfully enter into or obtain,and the impact of failing to sign or obtain,customer offtake agreements or meeting conditions,necessary consents,other commercial agreements,permits or licenses in a timely manner or at all;Our ability to ent

246、er successful joint venture partnerships and licensing arrangements;and Our ability to commercialize 24M and other technology.Other risks and uncertainties set forth in this Report,including risk factors discussed in Item 1A under the heading,“Risk Factors”.Foreign Private Issuer Status and Financia

247、l Presentation We currently qualify as a foreign private issuer(“FPI”)under the rules of the Securities and Exchange Commission(the SEC).However,even though we qualify as a FPI,we report our financial results in accordance with U.S.generally accepted accounting principles(“GAAP”)and we have elected

248、to file our periodic and current reports on Forms 10-K,10-Q and 8-K.iii PART I Item 1.Business COMPANY OVERVIEW FREYR Battery was incorporated as a public limited liability company(“socit anonyme”)under the laws of the Grand Duchy of Luxembourg on January 20,2021.Pursuant to the business combination

249、 agreement(the“BCA”)entered into to effect a merger between Alussa Energy Acquisition Corp.,a Cayman Islands exempted company(“Alussa”)and FREYR AS,a private limited liability company organized under the laws of Norway(“FREYR Legacy”)(the“Business Combination”),the Company was formed to complete the

250、 Business Combination and related transactions and carry on the business of FREYR Legacy.FREYR serves as the successor entity to FREYR Legacy,the predecessor entity.FREYRs mission and vision are to accelerate the decarbonization of the transportation sector and energy systems by delivering some of t

251、he worlds cleanest and most cost-effective batteries.FREYR aims to produce some of the most cost-competitive batteries with the lowest carbon footprints,which could further support the acceleration of the energy transition.FREYR is currently working to develop an application of its in-licensed techn

252、ology and planning the building of battery factories in Mo i Rana,Norway.Following the investment decision of the Customer Qualification Plant(“CQP”),construction work is on-going in Mo i Rana,Norway.The CQP production line will be based on our in-licensed technology from 24M.As of December 31,2021,

253、FREYR has not derived revenue from its principal business activities.FREYR will initially target energy storage systems(“ESS”),marine applications,commercial vehicles and electric vehicles(“EV”)with slower charge requirements,and then plans to target additional markets,including consumer EVs,through

254、 both licensing and joint venture models.FREYR plans to produce faster charge battery cells for the broader consumer EV segment through the 24M platforms,as well as through the joint venture business model and potentially additional licensing partnerships.On July 9,2021,FREYR consummated the Busines

255、s Combination with FREYR Legacy and Alussa pursuant to the terms of the BCA dated January 29,2021,by and between the Company,FREYR Legacy,Alussa,Alussa Energy Sponsor LLC(the“Sponsor”),ATS AS(“Shareholder Representative”),Norway Sub 1 AS,a private limited liability company organized under the laws o

256、f Norway(“Norway Merger Sub 1”),Norway Sub 2 AS,a private limited liability company organized under the laws of Norway(“Norway Merger Sub 2”),Adama Charlie Sub,a Cayman Islands exempted company(“Cayman Merger Sub”)and the shareholders of FREYR Legacy named therein(the“Major Shareholders”).Pursuant t

257、o the terms of the BCA,among other things(a)FREYR Legacys wind farm business was transferred to Sjonfjellet Vindpark Holding AS(“SVPH”),a private limited liability company incorporated by way of a Norwegian demerger(the“Norway Demerger”),resulting in such business becoming held by FREYR Legacys shar

258、eholders through SVPH,(b)Alussa merged with and into Cayman Merger Sub,with Alussa continuing as the surviving entity and a wholly owned subsidiary of FREYR(the“Cayman Merger”and the“First Closing”),(c)following the First Closing,Alussa distributed all of its interests in Norway Merger Sub 1 to FREY

259、R,(d)FREYR Legacy merged with and into Norway Merger Sub 2,with Norway Sub 2 continuing as the surviving entity(the“Norway Merger”),(e)FREYR acquired all preferred shares of Norway Merger Sub 1(which were issued in exchange for the FREYR Legacy redeemable preferred shares as a part of the Norway Mer

260、ger)from certain former holders of FREYR Legacy redeemable preferred shares in exchange for a number of newly issued shares of FREYR and(f)Norway Merger Sub 1 merged with and into FREYR,with FREYR continuing as the surviving entity(the“Cross-Border Merger”)(the events in(d),(e)and(f),the“Second Clos

261、ing”).In connection with the consummation of the transactions contemplated by the BCA,FREYR Legacy and Alussa became wholly owned subsidiaries of FREYR.Following the First Closing on July 7,2021,the Companys Ordinary Shares and Warrants began trading on the New York Stock Exchange.1 FREYR Investment

262、 Highlights Clean and Low-Cost Battery Cells FREYR is targeting its carbon emissions to be approximately 15 kg CO2e/kWh of life cycle emissions,more than 80%lower than the current global battery industry average of approximately 80 kg CO2e/kWh.FREYR is targeting a total cost that is substantially lo

263、wer than the global battery industrys projected average cost in 2025.This cost leadership is intended to be achieved by:o Implementing our in-licensing based technology strategy at large industrial giga-scale based on what is,in our opinion,the best available technology,which lowers footprint and co

264、sts;o Low-carbon energy,favorable logistics and a highly skilled workforce for efficient production;o Leveraging a deep partnership model to unlock value chain innovation and lower internal research and development(“R&D”)costs(see“Partnerships”for more information);o Catalyzing a Nordic ecosystem fo

265、r supply of localized raw materials and inputs that leverages low-cost,low-carbon energy,favorable logistics and a highly skilled workforce for efficient production.High Growth Battery Market The global battery market is fast-growing.It is projected to grow from 241 GWh in 2020 to almost 5,300 GWh i

266、n 2030,an estimated 97%of FREYRs target total addressable market.(See“Markets”for more information.)Innovative and Disruptive SemiSolid Technology FREYR has entered into a licensing and servicing agreement to use a SemiSolid cell design and process technology developed by 24M.This innovative platfor

267、m reduces the number of production steps in electrode manufacturing from an estimated 15 steps in a conventional factory(including solvent recovery and cleaning steps)to five main steps,which substantially reduces raw material needs,energy and labor costs while reducing manufacturing waste,capital c

268、osts and footprint.FREYR expects to be able to apply this process technology to existing and future anode and cathode chemistries for a wide range of product applications.(See“Licensing Strategy”for more information.)Advantaged Margins from a Partnership-Based Business Model FREYR expects to achieve

269、 and later maintain industry leading margins due to:o Utilization of state-of-the-art production technology to significantly simplify manufacturing process and reduce raw material and manufacturing costs(see“Licensing Strategy”for more information)o A partnership-based licensing approach that provid

270、es FREYR with a faster and lower cost route to market versus an in-house research and development(“R&D”)approach o FREYRs long-term ambition to foster a Norwegian and Nordic ecosystem across all aspects of the battery supply chain,from cathode,anode and other materials to recycling,which is expected

271、 to further bolster FREYRs low-cost and margin advantages as well as its environmental sustainability.Experienced Execution Team FREYR has a diversified and experienced management team.The team combines strategic partnership and battery expertise,project execution and operational excellence track-re

272、cord from large scale industry and renewable energy projects,and experience from disruptive technology and battery and electrical automotive industries.The FREYR team has robust global licensing experience with a deep understanding of licensing and partnership best practices.2 FREYR Business Model F

273、REYRs initial focus is on production of the battery cell,which represents approximately 32%of battery value chain revenues and is one of the more energy intensive parts of the value chain.FREYRs manufacturing platform will have the capabilities to host many types of battery specifications,as determi

274、ned by customer demand.FREYR expects to pursue(1)licensing-based partnerships to develop and enhance next-generation technology and(2)partnerships with conventional battery cell technology providers.Licensing Strategy FREYR executed a license and services agreement with 24M,dated December 15,2020,as

275、 amended(the“24M License”)to use 24Ms SemiSolidTM lithium-ion battery platform technology in FREYRs planned facilities in Mo i Rana,Norway.Founded in 2010 and headquartered in Cambridge,Massachusetts,24M has been developing a low-cost battery cell design structure and simplified manufacturing platfo

276、rm for over a decade.24Ms SemiSolidTM lithium-ion cell architecture and associated production process has reduced the number of steps required to manufacture traditional lithium-ion battery cells,while still using conventional lithium-ion raw materials.The 24M License provides FREYR with rights to p

277、roduce battery cells based on 24Ms current and future technology,subject to the restrictions discussed below.This includes all patents and patent applications owned or controlled by 24M or any of its affiliates as of December 15,2020,or that 24M or an affiliate develops or acquires ownership or cont

278、rol of at any time during the term of the 24M License that are necessary or useful for,or otherwise related to,the manufacture,assembly,test,operation and service of SemiSolidTM battery cells and SemiSolidTM battery modules.The 24M License also provides that 24M will provide services to FREYR,includ

279、ing the technical training of engineers,the provision of information relevant to construct and operate the factory and on-site support.The 24M License continues until the expiration,lapse,cancellation,abandonment or invalidation of the last Valid Claim(as defined in the 24M License)of the licensed p

280、atents and patent applications,unless terminated earlier by either party pursuant to the terms of the license.24M may terminate the 24M License if FREYR fails to achieve a sustained production rate of at least 1 GWh per year by December 31,2024.The 24M License excludes rights to(a)manufacture batter

281、y cells within each of Japan and the ASEAN until December 31,2022 and(b)sell and offer to sell battery cells within each of Japan and the ASEAN until a future date currently estimated for each to be December 31,2022.Furthermore,the 24M License only provides for limited exclusivity.With the exception

282、 of direct grants to any company that produces more than 500,000 cars and/or more than 10,000 trucks or buses annually,24M will refrain from granting any license to manufacture battery cells within(i)the Scandinavian Region through December 31,2023 and(ii)the EEA,excluding the Scandinavian Region an

283、d the grant of no more than two licenses,inclusive of that granted to FREYR in the 24M License,through December 31,2023,in either case wherein the battery cells are produced for use,used or sold for grid connected electricity storage system applications that have more than 200 kWh of lithium-ion bat

284、tery storage capacity,excluding any applications related to automotive charging or discharging.Pursuant to the 24M License and a letter agreement dated December 18,2020,the Company has committed to pay$20.0 million for the rights to the production of battery cells based on 24Ms current and future te

285、chnology,as well as the provision of services to the Company,including technical training of engineers,the provision of information relevant to construct and operate the factory and on-site support.$0.7 million was paid and expensed in 2020 at the signing of the memorandum of understanding prior to

286、entering into a definitive agreement.The Company determined that the remaining$19.3 million payable would be recognized straight-line over the service period through December 31,2022,which was extended to December 31,2023 through the first amendment to the definitive agreement dated January 18,2021.

287、The Company paid$2.5 million on both January 12,2021 and July 27,2021,with final commitment of$14.3 million paid on December 28,2021.In accordance with the definitive agreement,the Company will also pay an ongoing royalty fee based on sales volumes with minimum annual payments of$3.0 million beginni

288、ng on the three-year anniversary of the effective date.3 The 24M process incorporates technology that can reduce raw material needs,manufacturing waste,energy consumption,labor requirement and capital costs to enable the production of low-cost,higher energy-density batteries.These will be used in re

289、sidential and commercial ESS,EVs with slower charge requirements and specialized transportation markets,including commercial vehicles and maritime solutions.FREYR expects to be able to apply this battery cell and production process technology to any commercially available cathode and anode chemistry

290、 for a wide range of applications.24M is also developing faster charge EV solutions for the broader consumer EV segment based on the 24M production platform which could further increase the market penetration and adoption of the technology.The advantages of the 24M process technology,as FREYR unders

291、tands it,includes:Less raw materials are needed for the 24M manufacturing method in factories with comparable capacity(approximately 20%lower bill of materials costs based upon 2020 estimates)Battery production process is free of 1-methyl-2-pyrrolidone(“NMP”),an industrial solvent subject to regulat

292、ion in Europe and a complex and costly recovery process Chemistry-agnostic platform features supporting current and next generation anode and cathode chemistries,such as higher silicon content anodes,higher voltage cathodes,dual electrolyte systems and pre-lithiation implementation Elimination of se

293、veral typical process stepswhile the conventional battery cell electrode manufacturing process requires several complicated integrated units(including solvent recovery),the 24M process significantly reduces the number of production steps Significant reduction of the total manufacturing area compared

294、 to the conventional process,mainly due to the elimination of multiple production process steps as described above potentially resulting in substantially lower construction costs and lower depreciation than other battery manufacturers Material reduction of energy consumption compared to conventional

295、 process,again due to the fewer production steps above,several of which are energy intensive Significant reduction in the use of inactive raw materials,due to thicker electrodes with more active,energy carrying material Reduced labor requirements,again due to fewer production steps Larger cell forma

296、ts Simplified recycling process,enabling a simpler recycling process relative to conventional battery cells,primarily due to the elimination of the need for a binder in the 24M process FREYRs Planned Production Process Based on 24Ms Platform With 24Ms technology,it is possible to develop different s

297、izes,formats,and chemistries to meet customer requirements,supporting the penetration of a larger total addressable market for FREYRs products.Licensing 24Ms chemistry-flexible process technology could allow FREYR to shorten the time to market and maintain flexibility to provide production capacity

298、for a range of customers with varied needs and chemistry preferences.The 24M License will allow FREYR to approach potential customers in the energy storage system(“ESS”)market by providing 24M produced samples in advance of the completion of FREYRs customer qualification plant.As compared to an in-h

299、ouse R&D approach,licensing gives FREYR a faster and lower cost route to market,access to the latest technologies,and greater ability to adapt to market changes due to more flexibility in selection of partners and technologies.4 While FREYRs current next-generation technology platform is based on th

300、e existing 24M License,FREYR will continue to investigate and validate new,emerging technologies for potential in-licensing opportunities.Original Equipment Manufacturer(“OEM”)Partnership Strategy FREYR plans to target in-licensing and/or joint venture-based partnerships with top battery cell produc

301、ers from Asia or elsewhere.FREYR intends to use its partners design and process technology blueprint to develop and construct a Gigawatt-scale production facility to produce battery cells to be sold in the European market.Through such potential in-licensing and/or joint venture structure,potential u

302、p-and downstream activities could also be provided,which will further support FREYRs plans to add increased scale to build a clean and sustainable Nordic supply chain.FREYR has identified several large suppliers to battery cell production who have ambitions and robust plans to expand their industria

303、l footprint and business in Europe where demand for batteries is growing exponentially.FREYR can provide suppliers to battery cells producers with a scalable,environmentally friendly,European-based solution to increased battery manufacturing requirements.FREYR Full-Cycle Sustainability FREYR defines

304、 full-cycle sustainability as environmentally-friendly,ethical practices across all aspects of the battery supply chain,from sourcing raw materials upstream to manufacturing to recycling.FREYRs ambition is to achieve full-cycle sustainability by:Upstream:o Low-carbon,low-impact sourcing raw material

305、s FREYR is working with some of the leading companies along the supply chain,targeting to build a Nordic ecosystem of industrial partners who are focused on sustainable production and sourcing.Among the key raw materials involved in battery manufacturing,the majority(including but not limited to gra

306、phite,LFP,nickel,cobalt,copper and carbon black)can potentially be supplied from Nordic countries as well as from other locations across Europe.In addition to working with suppliers who employ carbon-conscious extraction techniques,a more localized supply chain could also lower carbon emissions by r

307、educing transportation requirements.o Upholding human and labor rights FREYR is committed to strong standards and policies supporting human and labor rights and plans to factor these matters into our supply chain decision-making.FREYR will seek suppliers that have stated standards and ambitions whic

308、h are similar to FREYRs standards prior to adding them to the FREYR supply chain.This aspect of our strategy will be overseen by our board of directors,to be supported by policies and procedures(e.g.,our Code of Business Conduct and Ethics and Supplier Code of Conduct)to be put in place under their

309、guidance and supervision.Manufacturing:o Simplifying the manufacturing process The 24M technology has five main manufacturing process steps for electrode manufacturing,which is a substantial reduction compared to electrode production in conventional battery cell production.The elimination of these p

310、rocess steps through the 24M technology platform reduces material inputs and required energy consumption,lowering overall carbon footprint.In addition,the design of FREYRs manufacturing facilities will target zero emissions of toxic substances and other waste from the manufacturing process.o Leverag

311、ing available low-carbon,low-cost energy supply Norways focus on climate risk mitigation means that low carbon energy supply is very accessible.FREYRs manufacturing power source will draw primarily from carbon-free hydropower that is readily available in the region.In addition,the cool,dry climate i

312、n Norway helps reduce energy consumption and ready access to cooling water is a key factor in battery cell production.5 o Reducing scrap rates FREYRs ambition is to establish a“zero defect”production system through enhanced engineering,process testing,and simplified production processes.This can sig

313、nificantly reduce materials waste,as well as manufacturing costs.o Responsible labor practices FREYR is committed to strong standards and policies for human and labor rights within our manufacturing facilities.This aspect of our strategy will be overseen by our board of directors.Recyclability:o Sim

314、plifying the recycling process the 24M process is both solvent-free and binder-free,which reduces the need for hazardous materials in production,and should significantly increase the recyclability of batteries after their use,because the absence of these components enables mechanical recycling and a

315、llows active materials to be re-used directly in the production process without any need for refinement or processing.Significant Reduction Versus Average Carbon Emissions Through its focus on the full-cycle sustainability of its products,FREYRs target is approximately 15 kg CO2e/kWh of life cycle c

316、arbon emissions,more than 80%lower than the current global battery industry average of approximately 80 kg CO2e/kWh.Markets The global battery market is fast-growingprojected to grow from 241 GWh in 2020 to almost 5,300 GWh in 2030.FREYR believes that its total addressable market will be over 5,100

317、GWh in 2030.FREYR,with 24M technology,is employing an optimized and lower-cost production process and battery technology that is currently best suited for applications that require high energy density over power density.FREYR is therefore initially targeting ESS and commercial vehicle marketsbattery

318、 markets with the highest projected compound annual growth rate(“CAGR”)from 2018 to 2030,44%and 41%,respectively.FREYR will also initially target markets for marine applications and EVs with slower charge requirements.FREYR will target additional markets,including consumer EVs,through both the joint

319、 venture model as well as through the licensing model.FREYR plans to produce faster charge battery cells for the broader consumer EV segment through the 24M platforms as well as through joint ventures and potentially additional licensing partnerships.Competition FREYRs competitors include major batt

320、ery manufacturers currently supplying the markets,automotive OEMs,and potential new entrants,including CATL(China),BYD(China),LG Chem(South Korea),Samsung SDI(South Korea),SK Innovation(South Korea),Panasonic(Japan),and Northvolt(Sweden).Additionally,there are several development-stage companies see

321、king to improve conventional lithium-ion batteries or to develop new technologies for batteries.These companies are in varying stages of development and commercialization.Development Plan Customer Qualification Plant FREYR has made the final investment decision and has started construction of an ind

322、ustrial-scale customer qualification plant in an existing 13,000m2 building in Mo i Rana.Production from the customer qualification plant will be used to provide samples to enable early customer engagement and to test new material suppliers and new solutions over time.6 Fast-Track Gigafactories(1-2)

323、FREYR is currently considering combining the first two plants to be located in an existing 70,000m2 levelled and compacted plot within the Mo Industripark in Mo i Rana and to build out the capacity based on a combination of LFP and NMC technology.FREYR also expects to primarily target the ESS market

324、 with Gigafactories 1-2,or the combined Gigafactory.FREYR has an exclusive right to access and develop the 70,000m2 plot,as described in the section titled“Partnerships”.Fast-Track Gigafactories(3-4)the second two plants are planned to have a total nominal capacity of 22 GWh per year(based on NMC ba

325、ttery chemistry)and to be located at another 100,000m2 within Mo Industripark adjacent to the customer qualification plant.FREYR currently plans to target the EV market with Gigafactories 3-4.In addition to the locations identified for the customer qualification plant and the fast-track gigafactorie

326、s,FREYR has identified locations with favorable logistics access and power availability,including and up to an additional 1,000,000m2 near Mo Industripark.These locations may in the future be relevant for one or more of the Joint Venture Gigafactories or additional production Gigafactories(5-6),with

327、 an aggregated estimate of nominal production capacity of 48 GWh per year(based on a combination of NMC and LFP battery chemistry).FREYR has entered into non-binding memoranda of understanding to explore manufacturing,supply and other business opportunities for alternative sites for Gigafactory prod

328、uction in Finland and Sweden.Based on the above production estimates,FREYR is targeting approximately 83 GWh per year(based on a combination of NMC and LFP battery chemistry)of total nominal capacity by 2028.As of 2022,FREYRs Mo i Rana production location has about 6 terrawatt-hours of surplus power

329、 that is nearly 100%generated from low carbon sources,including hydropower and wind power.FREYRs Mo i Rana production location has pre-existing industrial infrastructure,including a deepwater port,nearby railway and road access,and available warehouse capacity which is expected to enable FREYR to ha

330、ve cost advantaged transportation logistics and shorten the development time.FREYRs stage-gated development approach is expected to enable us to quickly qualify products,demonstrate manufacturing processes,and produce sample cells through the customer qualification plant at Megawatt-scale.Subsequent

331、 development of additional gigawatt-scaled capacity in close cooperation with equipment and system suppliers is expected to establish FREYR as a world leading Gigawatt-scale battery provider.This manufacturing flexibility is expected to allow FREYR to scale modularly to meet customer demand and thus

332、 further enhance its competitive advantages.The number of employees at the manufacturing site was 26 at the end of 2021,and FREYR estimates that the number of employees at the manufacturing plants will be approximately as follows:350 employees at the end of 2022,1,000 employees at the end of 2024,an

333、d 1,500 employees at the end of 2025.These estimates assume that there will be no delays in FID,construction activities or equipment deliveries,travel for employees or other transportation issues due to the COVID-19 pandemic or other unpredictable circumstances.Manufacturing Process In Fast-Track Gigafactories(1-4),FREYR plans to use the five main manufacturing process steps for electrode manufact