FREYR Battery, a developer of clean, next-generation battery cell production capacity, announced that its wholly owned affiliate, FREYR Battery, Inc., a United States Delaware corporation, has filed an S-4 registration statement with the U.S. Securities and Exchange Commission (“SEC”) as the next step of its previously announced process to redomicile to the U.S.
On August 10, 2023, FREYR announced a plan to redomicile from Luxembourg to the U.S. effective year-end 2023. The filing of the registration statement on form S-4 is the next step in that process. The S-4 registration statement, which can be found on the SEC’s website www.sec.gov, includes a summary of the transaction rationale, implications, and other considerations.
In 2023, FREYR’s Board of Directors and management team undertook a review of the company’s jurisdiction of incorporation of its ultimate parent company. FREYR’s Board of Directors believes that the redomiciliation will enhance long-term shareholder value by providing potential strategic opportunities and benefits, including:
- Simplifying FREYR’s corporate structure
- Streamlining reporting requirements
- Enhancing FREYR’s eligibility for inclusion in equity indexes and the associated benchmarking from actively managed funds
- Aligning with well-established principles of corporate governance under Delaware law
- Positioning FREYR to better respond to global tax developments and U.S. incentive programs for battery manufacturers; and
- Improving alignment with the operational and strategic needs of FREYR’s business as the company executes its business plan
The transaction will require a shareholder vote for approval later this year, the details of which will be provided at a later date.