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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 15, 2025
T1 Energy Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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333-274434 |
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93-3205861 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.01 par value |
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TE |
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The New York Stock Exchange |
Warrants, each whole warrant exercisable for one Common Stock at an exercise price for $11.50 per share |
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TE WS |
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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 of 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 8.01. Other Events.
On August 15, 2025, the Company
announced its expanded partnership with Corning Incorporated (“Corning”), by (i) entering into a wafer supply agreement with
Solar Technology LLC (“Solar Tech”), also an affiliate of Corning, from which the Company will source solar wafers made in
the United States (the “Wafer Supply Agreement”) and (ii) amending and restating the existing hyper-pure polysilicon supply
agreement between T1 and Hemlock Semiconductor Operations LLC (“Hemlock”), an affiliate of Corning (the “A&R Supply
Agreement”).
The Wafer Supply Agreement
is subject to certain conditions and the A&R Supply Agreement is conditional upon the effectiveness of the Wafer Supply Agreement.
A copy of the press release
is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release is being
furnished pursuant to Item 8.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Forward-Looking Statements
This Current Report on Form
8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. The Company’s actual results may differ from its expectations, estimates and projections and consequently,
you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements
include, without limitation, the satisfaction of certain conditions for the effectiveness of the Wafer Supply Agreement and the A&R
Supply Agreement, and other risks and uncertainties indicated from time to time in the Company’s other filings with the Securities
and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to
place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept
any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in
its expectations or any change in events, conditions or circumstances on which any such statement is based.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
99.1 |
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Press Release, dated August 15, 2025, reporting T1 Energy Inc.’s expanded partnership with Corning Incorporated. |
104 |
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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.
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T1 Energy Inc. |
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By: |
/s/ Daniel Barcelo |
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Name: |
Daniel Barcelo |
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Title: |
Chief Executive Officer and Chairman of the Board of Directors |
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Dated: August 15, 2025 |