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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):
December 11, 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
Not Applicable
(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 share of Common Stock at an exercise price of $11.50 |
|
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 8.01. Other Events.
On December 11, 2025, T1 Energy Inc. (the “Company”)
entered into an underwriting agreement (the “Common Stock Underwriting Agreement”) with certain underwriters (the “Underwriters”)
agreeing, subject to customary conditions, to issue and sell 28,282,830 shares of the Company’s common stock in a public offering
at a price of $4.95 per share (the “Common Stock Offering”). In addition, pursuant to the Common Stock Underwriting Agreement,
the Company granted the Underwriters an option, exercisable within 30 days, to purchase up to an additional 4,242,424 shares of the Company’s
common stock. On December 12, 2025, the Underwriters delivered to the Company a written notice pursuant to the Common Stock Underwriting
Agreement of the exercise in full by the Underwriters of the option to purchase the additional 4,242,424 shares. The issuance and sale
of 32,525,254 shares of common stock (including the 4,242,424 shares of common stock pursuant to the Underwriters’ option to purchase
additional shares) was completed on December 15, 2025.
On December 11, 2025, the Company also
entered into an underwriting agreement (the “Convertible Notes Underwriting Agreement” and, together with the Common
Stock Underwriting Agreement, the “Underwriting Agreements”) with the Underwriters agreeing, subject to customary
conditions, to issue and sell $140,000,000 aggregate principal amount of the Company’s 5.25% Convertible Senior Notes due 2030
(the “Convertible Notes”) in a public offering (the “Convertible Notes Offering”). In addition, pursuant to
the Convertible Notes Underwriting Agreement, the Company granted the Underwriters an option to purchase up to an additional
$21,000,000 aggregate principal amount of Convertible Notes solely to cover over-allotments. On December 12, 2025, the Underwriters
delivered to the Company a written notice pursuant to the Convertible Notes Underwriting Agreement of the exercise in full by the
Underwriters of the option to purchase the additional $21,000,000 aggregate principal amount of Convertible Notes. The Convertible
Notes Offering (including the $21,000,000 aggregate principal amount pursuant to the Underwriters’ over-allotment option) is
expected to close on December 16, 2025, subject to customary conditions.
The above descriptions of the Underwriting Agreements
are summaries and are not complete. The Underwriting Agreements contain customary representations, warranties, covenants, indemnification
obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations
of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon
by the contracting parties. Copies of the Common Stock Underwriting Agreement and the Convertible Notes Underwriting Agreement are filed
as Exhibits 1.1 and 1.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference, and the above summaries are qualified by reference to the terms of the Common Stock Underwriting Agreement and the Convertible Notes Underwriting Agreement, respectively, as
set forth in such exhibits.
A copy of the opinion of Skadden, Arps, Slate,
Meagher & Flom LLP relating to the validity of the issuance and sale of the shares of the common stock in the Common Stock Offering
is filed herewith as Exhibit 5.1.
On December 11, 2025, the Company issued
a press release announcing that it priced the Common Stock Offering and the Convertible Notes Offering. A copy of this press release is
filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting
Agreement, dated December 11, 2025, among T1 Energy Inc. and Santander US Capital Markets LLC and J.P. Morgan Securities LLC, as
representatives of the Underwriters (relating to the Common Stock Offering) |
| 1.2 |
|
Underwriting
Agreement, dated December 11, 2025, among T1 Energy Inc. and Santander US Capital Markets LLC and J.P. Morgan Securities LLC, as
representatives of the Underwriters (relating to the Convertible Notes Offering) |
| 5.1 |
|
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP |
| 23.1 |
|
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) |
| 99.1 |
|
Press Release, dated December 11, 2025. |
| 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.
| |
T1 Energy Inc. |
| |
|
|
| |
By: |
/s/ Joseph Evan Calio |
| |
|
Name: |
Joseph Evan Calio |
| |
|
Title: |
Chief Financial Officer |
| |
|
|
|
| |
|
Dated: December 15, 2025 |
