false
0001992243
0001992243
2025-09-10
2025-09-10
0001992243
TE:CommonStock0.01ParValueMember
2025-09-10
2025-09-10
0001992243
TE:WarrantsEachWholeWarrantExercisableForOneCommonStockAtExercisePriceFor11.50PerShareMember
2025-09-10
2025-09-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
September 11, 2025 (September 10, 2025)
T1 Energy 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 |
|
TE |
|
The New York Stock Exchange |
| Warrants, each whole warrant exercisable for one Common Stock at an exercise price for $11.50 per share |
|
TE 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 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 1.01. Entry into a Material Definitive Agreement;
Item 1.02. Termination of a Material Definitive Agreement
Termination of Securities Purchase Agreement
As previously disclosed
on November 6, 2024, T1 Energy Inc. (f/k/a/ FREYR Battery, Inc.), a Delaware corporation (the “Company”)
and Stellar Hann Investment Ltd. (f/k/a Trinaway Investment Second Ltd.), a British Virgin Islands company (“Stellar
Hann”), entered into a securities purchase agreement (the “PIPE
Agreement”), pursuant to which Stellar Hann agreed to subscribe for 14,050,000 shares of Common Stock of the Company,
at a price of $1.05 per share. The Company also agreed to provide certain registration rights with respect to the shares issued
pursuant to the PIPE Agreement.
On September 10, 2025, the
Company and Stellar Hann entered into a termination letter agreement (the “Termination Letter”), pursuant to which
each of the Company and Stellar Hann agreed that, effective as of September 10, 2025, the PIPE Agreement is terminated and of no further
force or effect, and none of the Company nor Stellar Hann nor their respective affiliates, representatives, directors, officers, attorneys,
agents, employees, shareholders, controlling persons or subsidiaries, shall have any further rights, duties, liabilities or obligations
with respect to, or in connection with, the PIPE Agreement, except as provided in the Termination Letter.
In consideration for the termination
of the PIPE Agreement, the Company agreed (i) to pay Stellar Hann $5 million of cash no later than ninety (90) days following the date
of the Termination Letter and (ii) to issue 7,000,000 Penny Warrants (as defined below) to Stellar Hann concurrently with executing the
Termination Letter on the terms of the Penny Warrants Agreement (as defined below).
For more information regarding
the PIPE Agreement, please see the Company’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission
on November 6, 2024.
The foregoing description
of the Termination Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Termination
Letter, a copy of which is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.02 by reference.
Entry into Warrant Agreement
In connection with the Termination
Letter, on September 10, 2025, the Company and Stellar Hann entered into a warrant agreement (the “Penny Warrant Agreement”),
pursuant to which the Company agreed to issue to Stellar Hann warrants of the Company which are exercisable for up to 7,000,000 shares
of the Company’s Common Stock, par value $0.01 per share (the “Penny Warrants”), at a purchase price per share
of $0.01 (the “Warrant Price”). Capitalized terms used in this section of this Current Report on Form 8-K but not otherwise
defined herein have the meanings given to them in the Penny Warrant Agreement.
Pursuant to the terms of the
Penny Warrant Agreement, the warrants shall be fully vested and exercisable, in whole or in part, as of March 10, 2026, which is six months
from the Issuance Date, and shall expire on September 10, 2030, which is the fifth-year anniversary of the Issuance Date (the “Expiration
Date”). The Penny Warrant Agreement entitles Stellar Hann to purchase shares of the Company’s Common Stock by either paying
the Warrant Price (the “Cash Exercise”) or, in lieu of the Cash Exercise, by surrendering a number of warrants having
a Fair Market Value equal to the aggregate Warrant Price, in accordance with the Penny Warrant Agreement. The Company also agreed to provide
certain registration rights with respect to the Penny Warrants issued pursuant to the Penny Warrant Agreement.
The foregoing description
of the Penny Warrant Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
Penny Warrant Agreement. A copy of the Penny Warrant Agreement is filed as Exhibit 10.2 hereto and is incorporated into this Item 1.01
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Termination Letter, dated September 10, 2025, by and between T1 Energy Inc. and Stellar Hann Investment Ltd.*/++ |
| 10.2 |
|
Warrant Agreement, dated September 10, 2025, by and between T1 Energy Inc. and Stellar Hann Investment Ltd. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules and exhibits omitted pursuant to Item 601(a)(5)
of Regulation S-K. Company will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission
upon request. Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for
any schedules or exhibits so furnished. |
| ++ | Certain personally identifiable information has been omitted from portions of this exhibit (indicated by “[***]”) pursuant
to Item 601(a)(6) of Regulation S-K. |
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.
| |
T1 Energy Inc. |
| |
|
|
| |
By: |
/s/ Daniel Barcelo |
| |
|
Name: |
Daniel Barcelo |
| |
|
Title: |
Chief Executive Officer and Chairman of the Board of Directors |
Dated: September 11, 2025
2
