FREY FREYR Battery Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 13, 2025

 

FREYR Battery, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		333-274434		93-3205861
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1211 E 4th St. Austin, Texas 78702

(Address of principal executive offices, including zip code)

 

Registrant's telephone number, including area code: 409-599-5706

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		FREY		The New York Stock Exchange
Warrants, each whole warrant exercisable for one Common Stock at an exercise price for $11.50 per share		FREY WS		The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 pf this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On February 13, 2025 (the “Second Amendment Effective Date”), Trina Solar US Manufacturing Module 1, LLC, a Texas limited liability company (“TUM 1”), a wholly owned indirect subsidiary of FREYR Battery, Inc. (“FREYR” or the “Company”), entered into that Amendment No. 2 to the Credit Agreement (the “Second Amendment”), by and among TUM 1, as borrower, the lenders from time to time party thereto, and HSBC Bank USA, N.A., as administrative and collateral agent.

 

The Second Amendment amends the TUM 1’s existing credit agreement, dated as of July 16, 2024 (as amended by that certain Consent, Waiver and Amendment No. 1 to the Credit Agreement, dated as of December 23, 2024 and by the Second Amendment, the “Amended Credit Agreement”), to amend the earlier date by which the conditions precedent set forth in Section 4.03 of the Amended Credit Agreement need to be satisfied or waived from February 13, 2025 to February 28, 2025 without resulting in an event of default.

 

The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Amendment No. 2 to the Credit Agreement, dated as of February 13, 2025, by and among TUM 1, as Borrower, the lenders from time to time party thereto, and HSBC Bank USA, N.A., as Administrative Agent and Collateral Agent
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

	FREYR Battery, Inc.
	By:	/s/ Daniel Barcelo
		Name:	Daniel Barcelo
		Title:	Chief Executive Officer and Chairman of the Board of Directors

 

Dated: February 14, 2025 

 

 

2

 

Exhibit 10.1

 

AMENDMENT NO. 2 TO CREDIT AGREEMENT

 

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of February 13, 2025, by and among Trina Solar US Manufacturing Module 1, LLC, a Texas limited liability company (the “Borrower”), the lenders party from time to time to the Credit Agreement (defined below) (collectively, the “Lenders”), HSBC Bank USA, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with any successor administrative agent appointed pursuant to the Loan Documents, the “Administrative Agent”), and HSBC Bank USA, N.A., a national banking association, as collateral agent for the Secured Parties (in such capacity, together with any successor collateral agent appointed pursuant to the Loan Documents, the “Collateral Agent,” and together with the Borrower, the Lenders, and the Administrative Agent, collectively, the “Parties”).

 

W I T N E S S E T H

 

WHEREAS, reference is made to that certain Credit Agreement, dated as of July 16, 2024, as modified by that certain Consent, Waiver, and Amendment No. 1 to Credit Agreement dated as of December 23, 2024 (as amended by this Amendment and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Administrative Agent, the Collateral Agent and the Lenders, pursuant to which, among other things, the Lenders have agreed to extend financing to the Borrower with respect to the development, design, permitting, engineering, procurement, construction, completion, testing, operation and maintenance of a solar photovoltaic module manufacturing facility with a total annual production capacity of 5 GWdc to be located in Wilmer, Texas;

 

WHEREAS, Borrower desires to amend the Credit Agreement to extend the Date Certain (the “Date Certain Amendment”);

 

WHEREAS, Section 10.03 (Amendments and Waivers) of the Credit Agreement requires consent of the Required Lenders (as defined in the Credit Agreement) to effect the Date Certain Amendment; and

 

WHEREAS, the Required Lenders party hereto are willing to consent to the Date Certain Amendment as set forth herein.

 

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

 

ARTICLE I
DEFINITIONS

 

1.01 Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Credit Agreement.

 

 

ARTICLE II

AMENDMENTS TO CREDIT AGREEMENT

 

2.01 Pursuant to Section 10.03 (Amendments and Waivers) of the Credit Agreement and subject to the terms and conditions herein and therein, effective on and as of the Effective Date:

 

(a) The definition of “Date Certain” of the Credit Agreement is hereby amended and restated in its entirety as follows:

 

“Date Certain” means February 28, 2025.”

 

ARTICLE III
Conditions to Effectiveness

 

3.01 Conditions to Effectiveness of this Amendment. This Amendment shall become effective on the date (the “Effective Date”) on which the Administrative Agent and the Lenders (or their counsel) shall have received from each of the Borrower and all Lenders, a counterpart of this Amendment which has been duly executed on behalf of such party.

 

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

 

4.01 Borrower hereby represents and warrants to the Lenders and the Administrative Agent, as of the date hereof and as of the Effective Date, that:

 

(a) this Amendment has been duly executed and delivered by it and (b) this Amendment, the Credit Agreement and the other Loan Documents to which it is party as in effect on the date hereof and the Credit Agreement as modified as of the Effective Date constitute the legal, valid and binding obligations of it, enforceable against it in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditor’s rights generally or by equitable principles relating to enforceability;

 

(b) its execution, delivery and performance of this Amendment and its performance of, respectively, the Credit Agreement and the other Loan Documents to which it is party as in effect on the date hereof and the Credit Agreement as modified by this Amendment on the Effective Date, have been duly authorized by all necessary limited liability company or corporate action and do not: (a) contravene the terms of its charter, bylaws, or other organizational documents, as applicable, (b) violate any law or regulations, or any order or decree of any court or Governmental Authority, (c) conflict with or result in the breach or termination of, constitute a default under or result in or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which Borrower is a party or by which Borrower or any of its property is bound, (d) result in the creation or imposition of any Lien upon any of its property other than those in favor of the Collateral Agent pursuant to the Loan Documents, or (e) require the consent or approval of any Governmental Authority or any other Person;

 

(c) no Default or Event of Default has occurred and is continuing or would result from the effectiveness of this Amendment; and

 

 

ARTICLE V

MISCELLANEOUS PROVISIONS

 

5.01 Reference to Credit Agreement. On and after the Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

 

5.02 Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of the successors and assigns of the Borrower, the Agents and the Secured Parties and their respective successors, transferees and permitted assigns.

 

5.03 Governing Law; Etc. Sections 1.02 (Computation of Time Periods; Other Definitional Provisions), 10.02 (Expenses; Indemnity; Damage Waiver), 10.12 (Governing Law; Jurisdiction; Etc.), 10.13 (Waiver of Jury Trial), 10.14 (Treatment of Certain Information; Confidentiality) and 10.16 (Counterparts; Integration; Effectiveness) of the Credit Agreement are hereby incorporated herein by reference, mutatis mutandis.

 

5.04 Headings. All headings used herein are for reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

 

5.05 Counterparts. This Amendment may be executed in two or more counterparts, including by electronic signature, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract.

 

5.06 Loan Document. This Amendment shall be a “Loan Document” for purposes of the definition thereof in the Credit Agreement.

 

5.07 No Modification; No Other Matters. Except as expressly provided for herein, the terms and conditions of the Loan Documents shall continue unchanged and shall remain in full force and effect and are hereby ratified and affirmed. This Amendment is limited in effect and shall apply solely to the matters set forth herein and to the extent expressly set forth herein and shall not be deemed or construed as an amendment, waiver or consent of any other matters. Except as expressly provided herein, nothing herein shall be construed as or deemed to be a waiver or consent by Administrative Agent or any Lender of any past, present or future breach or non-compliance with any terms or provisions contained in any Loan Document, and nothing herein shall abrogate, prejudice, diminish or otherwise affect any powers, rights, remedies or obligations of any Person arising before the date of this Amendment.

 

[Remainder of page intentionally left blank]

 

 

IN WITNESS WHEREOF, each of the Parties has executed this Amendment as of the date first written above.

 

	BORROWER:
	TRINA SOLAR US MANUFACTURING MODULE 1, LLC,
	By its managing member:
	Trina Solar US Manufacturing Holding, Inc.
	By:	/s/ Evan Calio
	Name:	Evan Calio
	Title:	President and Treasurer

 

[Signature Page to Amendment No. 2 to Credit Agreement (Trina Solar)]

 

 

	ADMINISTRATIVE AGENT:
	HSBC BANK USA, N.A.
	By:	/s/ Bertha Gallardo
	Name:	BERTHA GALLARDO 23505
	Title:	Vice President
	COLLATERAL AGENT:
	HSBC BANK USA, N.A.
	By:	/s/ Bertha Gallardo
	Name:	BERTHA GALLARDO 23505
	Title:	Vice President

 

[Signature Page to Amendment No. 2 to Credit Agreement (Trina Solar)]

 

 

	LENDERS:
	HSBC Bank USA, N.A.,
	as Lender
	By:	/s/ Sunan Liu
	Name:	Sunan Liu
	Title:	Vice President

 

[Signature Page to Amendment No. 2 to Credit Agreement (Trina Solar)]

 

 

	STANDARD CHARTERED BANK,
	as Lender
	By:	/s/ Sridhar Nagarajan
	Name:	Sridhar Nagarajan
	Title:	Managing Director, Head – Project & Export Finance, Europe & Americas

 

 

	SOCIÉTÉ GÉNÉRALE,
	as Lender
	By:	/s/ Valerie Colville
	Name:	Valerie Colville
	Title:	Director

 

[Signature Page to Amendment No. 2 to Credit Agreement (Trina Solar)]

 

 

8

v3.25.0.1

Cover	Feb. 13, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 13, 2025
Entity File Number	333-274434
Entity Registrant Name	FREYR Battery, Inc.
Entity Central Index Key	0001992243
Entity Tax Identification Number	93-3205861
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1211 E 4th St
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78702
City Area Code	409
Local Phone Number	599-5706
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, $0.01 par value
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	FREY
Security Exchange Name	NYSE
Warrants, each whole warrant exercisable for one Common Stock at an exercise price for $11.50 per share
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Common Stock at an exercise price for $11.50 per share
Trading Symbol	FREY WS
Security Exchange Name	NYSE

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