false
0001992243
0001992243
2026-10-06
2026-10-06
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):
October 6, 2026
T1 Energy Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41903 |
|
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 |
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 January 21, 2026, T1 Energy Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”)
an automatic shelf registration statement on Form S-3ASR (File No. 333-292857) (the “Registration Statement”). On October
6, 2026, the Company filed a prospectus supplement pursuant to the Registration Statement covering the resale of shares of its common
stock, par value $0.01 per share (the “common stock”), by Evervolt Green Energy Holding Pte, Ltd., a private company limited
by shares organized under the laws of Singapore (the “Evervolt”). The shares of common stock registered for resale pursuant
to the prospectus supplement consist of 7,246,377 shares of common stock (such shares of common stock, the “Securities”) that
have been issued, or that are issuable subject to certain beneficial ownership limitations, to Evervolt as a portion of the consideration
for the purchase by the Company of certain intellectual property and proprietary rights and related rights, and certain other assets,
from Evervolt pursuant to an intellectual property purchase agreement, dated July 28, 2026, between the Company and Evervolt.
The filing of the prospectus supplement is not
itself a sale of securities by Evervolt and does not necessarily mean that Evervolt will choose to sell any shares of common stock. If
any shares of common stock are sold by Evervolt, the Company would not receive any proceeds from that sale. No securities will be issued
or sold by the Company pursuant to the prospectus supplement.
The Company is filing this current report to provide
the legal opinion as to the validity of the shares of common stock covered by the prospectus supplement, which opinion is attached hereto
as Exhibit 5.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided as part of this report:
| Exhibit No. |
|
Description |
| 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) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: October 6, 2026 |