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T1 Energy (NYSE: TE) plans $32M KORE Power acquisition with stock earn-outs

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

T1 Energy Inc. reported that it has entered into a definitive agreement to acquire KORE Power, Inc., a battery energy storage systems and software provider, in a transaction with an enterprise value of about $32 million in equity, cash and assumed debt. Closing consideration includes roughly $9.6 million payable in T1 Energy common stock, with the exact share count set by a 10-day volume-weighted average price before issuance. The deal also provides a potential stock earn-out of up to $9.6 million tied to KORE’s performance in fiscal years 2026 and 2027, plus an additional possible $5.5 million in stock if a specified receivable is paid to KORE by the 2026 earn-out payment date. These shares will be issued as unregistered securities in reliance on the Section 4(a)(2) private offering exemption, and the acquisition is subject to customary closing conditions.

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Insights

T1 Energy plans a $32M KORE Power acquisition funded partly with contingent stock.

T1 Energy is using a mix of equity, cash and assumed debt to acquire KORE Power at an enterprise value of about $32 million. A significant portion of consideration is stock-based, preserving cash while modestly increasing share issuance.

The structure includes roughly $9.6 million in stock at closing and up to $9.6 million in stock earn-outs for fiscal years 2026 and 2027, plus a possible $5.5 million stock component linked to collection of a specific receivable. This ties part of the purchase price to future performance and balance-sheet outcomes.

The shares will be issued as unregistered securities under Section 4(a)(2), indicating private issuances rather than a public offering. Actual equity dilution will depend on T1 Energy’s volume-weighted average share price during each 10-trading day observation period before issuing the closing and earn-out stock.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Enterprise value of acquisition $32 million Purchase enterprise value for KORE Power transaction
Closing stock consideration $9.6 million Portion of purchase price paid in T1 Energy common stock at closing
Performance-based earn-out $9.6 million Potential stock earn-out tied to fiscal years 2026 and 2027 performance
Receivable-based contingent stock $5.5 million Additional potential stock if a specified receivable is collected by 2026 earn-out date
Warrant exercise price $11.50 per share Exercise price of each whole warrant for one T1 Energy common share
earn-out financial
"The transaction also includes a total potential $9.6 million earn-out for fiscal years 2026 and 2027 payable in common stock"
An earn-out is a deal feature in mergers and acquisitions where part of the purchase price is paid later only if the acquired business meets specific future targets, such as revenue or profit goals. It matters to investors because it shares risk between buyer and seller—similar to paying for a used car only if it reaches promised mileage—affecting projected cash flows, valuation assumptions, and the likelihood of future payouts.
Battery Energy Storage Systems technical
"KORE Power, Inc., an established engineering-focused BESS (Battery Energy Storage Systems) and software solutions provider"
Large, grid-connected rechargeable battery systems that store electricity for later use, like a giant household battery for cities or power plants. They matter to investors because they help balance supply and demand, enable more renewable energy, reduce outage risk, and create revenue through services such as selling stored power at peak times or participating in grid stability programs, while requiring upfront capital and having performance limits tied to lifespan and degradation.
volume-weighted average price financial
"determined based on the volume-weighted average price of the common stock during a 10-trading day observation period"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Section 4(a)(2) regulatory
"The shares of common stock will be issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
unregistered Sales of Equity Securities regulatory
"Item 3.02. Unregistered Sales of Equity Securities."

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FAQ

What acquisition did T1 Energy Inc. (TE) announce involving KORE Power?
T1 Energy agreed to acquire KORE Power, an engineering-focused battery energy storage and software provider. The transaction has an enterprise value of about $32 million, combining equity, cash and assumed debt, and is expected to close in the second quarter of 2026, subject to customary conditions.

How much stock will T1 Energy (TE) pay at closing for the KORE Power deal?
At closing, T1 Energy plans to pay approximately $9.6 million of the purchase price in its common stock. The exact number of shares will be set using a 10-trading day volume-weighted average price immediately before the closing stock issuance date.

What earn-out terms are included in T1 Energy’s acquisition of KORE Power?
The transaction includes a potential $9.6 million earn-out for fiscal years 2026 and 2027, payable in T1 Energy common stock. Payment depends on KORE Power meeting specified performance metrics during those years, aligning part of the consideration with future operating results.

What additional contingent stock payment could T1 Energy (TE) make in the KORE deal?
Beyond the main earn-out, T1 Energy may issue up to an additional $5.5 million in common stock. This payment depends on a specific receivable being paid to KORE by the 2026 earn-out payment date, regardless of whether the 2026 performance earn-out becomes payable.

How will the number of T1 Energy (TE) shares issued in the KORE acquisition be determined?
For both closing consideration and any earn-out payments, T1 Energy will calculate share amounts using the volume-weighted average price of its common stock over a 10-trading day observation period. That period starts before the relevant issuance date for each stock component.

Under what securities law exemption will T1 Energy issue stock for the KORE Power deal?
T1 Energy will issue the common stock consideration for the KORE Power acquisition as unregistered securities. The company will rely on the private offering exemption under Section 4(a)(2) of the Securities Act of 1933, instead of registering these shares for public sale.
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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): June 2, 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

 

 

(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 3.02. Unregistered Sales of Equity Securities.

 

As previously announced, on June 2, 2026, T1 Energy Inc. (the “Company”) entered into a definitive agreement to acquire KORE Power, Inc., an established engineering-focused BESS (Battery Energy Storage Systems) and software solutions provider (“KORE”). The purchase enterprise value for the transaction consists of approximately $32 million of equity, cash, and assumption of debt at anticipated closing in the second quarter of 2026, including approximately $9.6 million of closing consideration to be paid in common stock of the Company (subject to certain purchase price adjustments). The transaction also includes a total potential $9.6 million earn-out for fiscal years 2026 and 2027 payable in common stock of the Company, subject to certain performance metrics, plus a potential $5.5 million paid in common stock if a certain receivable has been paid to KORE by the payment date for the 2026 earn-out amount (regardless of if the 2026 earn-out is payable). The closing of the transaction is subject to customary conditions.

 

The number of shares of common stock to be issued in connection with the closing consideration and any earn-out will be determined based on the volume-weighted average price of the common stock during a 10-trading day observation period commencing prior to the date of issuance of the closing consideration or such earn-out, as applicable. The shares of common stock will be issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

 

1

 

 

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/ Evan Calio
    Name: Evan Calio
    Title: Chief Financial Officer

 

Dated: June 8, 2026

 

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Source: View Original Filing on SEC EDGAR

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