[8-K] T1 Energy Inc. Reports Material Event

Rhea-AI Filing Summary

On 3 July 2025, ContextLogic Inc. (ticker WISH) filed an 8-K announcing a Second Amended & Restated Agreement and Plan of Reorganization. The sole material change responds to Institutional Shareholder Services’ (ISS) recommendation that shareholders vote against the original proposal: the 4.9% Transfer Restrictions on post-reorganization stock will now expire no later than the third anniversary of the reorganization’s effectiveness. The revised definition is embedded in Article XIV of Easter Parent, Inc.’s certificate of incorporation.

The amendment, to be voted on at the 10 July 2025 Annual Meeting, will be deemed approved if shareholders vote “FOR” the Reorganization Proposal. No economic terms, consideration, or capital structure elements were modified. ContextLogic also intends to distribute additional shareholder communications (Exhibit 99.1) urging support.

Key investor takeaways

• The time-limited sunset directly removes ISS’s primary objection, increasing the likelihood of a favorable proxy-adviser recommendation and passage.
• Liquidity concerns are partially mitigated; holders may exceed 4.9% ownership after three years.
• The filing contains no new financial metrics; therefore near-term valuation remains unchanged.
• Full texts of the amended agreement (Exhibit 2.1) and certificate (Exhibit 3.1) are incorporated by reference.

Insights

Corporate Governance Expert

TL;DR Time-boxed transfer cap removes ISS hurdle, materially improving governance optics and passage odds—net positive, no financial dilution.

Detail: ISS’s “against” recommendation threatened the reorganization vote. By adding a hard three-year sunset, the board demonstrates responsiveness to shareholder-advisory concerns, aligning protective tax provisions with market-standard timelines. This should shift ISS (and Glass Lewis) to a neutral or supportive stance, materially increasing the probability that retail and indexed investors back the deal. Because no valuation terms changed, upside is chiefly in smoothing the transaction path rather than altering cash flows. Risk: transfer limits persist for three years, still constraining block accumulations and possibly depressing liquidity in the interim.

M&A Specialist

TL;DR Structural tweak is procedural; economic deal terms unchanged—impact modest but directionally positive.

The amendment is narrowly scoped, leaving consideration, exchange ratios, and strategic rationale intact. As such, deal economics and projected synergies stay neutral. However, mitigating governance friction lowers execution risk, a meaningful benefit in small-cap transactions where failed votes can be costly. No new cost disclosures or financing updates were provided, so overall investor value remains driven by previously disclosed metrics.

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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): July 3, 2025 (June 30, 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.

On June 30, 2025, T1 G1 Dallas Solar Module (Trina) LLC, a Texas limited liability company (the “Borrower”), a wholly owned subsidiary of T1 Energy Inc., entered into that certain Amendment No. 6 to Credit Agreement (as defined below) (the “Sixth Amendment”), by and among the Borrower, the lenders from time to time party thereto, and HSBC Bank USA, N.A., as administrative and collateral agent.

The Sixth Amendment amends the Borrower’s credit agreement dated July 16, 2024 with HSBC Bank USA, N.A., as administrative and collateral agent, Standard Chartered Bank, Société Générale and HSBC Bank USA, N.A., as joint lead arrangers, Standard Chartered Bank, as green loan coordinator, and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), to, among other things, reduce the balance required to be maintained in the Borrower’s debt service reserve account for the period starting on July 1, 2025 and ending on July 31, 2025.

The foregoing description of the Sixth Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, as amended. A copy of the Sixth Amendment is filed as Exhibit 10.1 hereto and is incorporated into this Item 1.01 by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment No. 6 to Credit Agreement, dated as of June 30, 2025, by and among the Borrower, the lenders from time to time party thereto, and HSBC Bank USA, N.A., as administrative and collateral agent
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: July 3, 2025

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FAQ

What did ContextLogic (WISH) change in the reorganization agreement?

The Board added a clause stating that the 4.9% ownership transfer restriction will expire no later than three years after the reorganization becomes effective.

Why was the amendment necessary?

Institutional Shareholder Services recommended voting against the deal because the transfer restriction had no sunset; the three-year limit removes that concern.

Does the amendment affect the economic terms of the deal?

No. The filing states that no valuation, consideration, or other economic provisions were altered.

When will shareholders vote on the revised proposal?

At the Annual Meeting scheduled for July 10, 2025.

What happens if shareholders approve the reorganization proposal?

Approval will also be deemed approval of the new "Expiration Date" definition; no further board action is required to implement it.

Where can investors read the full amended documents?

The Second A&R Agreement (Exhibit 2.1) and amended certificate (Exhibit 3.1) are available within the 8-K filing on the SEC’s EDGAR system.