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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):
August 20, 2025 (August 15, 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 2.02. Results of Operations and Financial Condition.
On August 20, 2025, T1 Energy
Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for the second quarter
ended June 30, 2025.
The information set forth
under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.
The information in this Item
2.02, including the Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Jaime Eduardo Gualy,
56, was appointed by the Company as its Chief Operating Officer (“COO”), effective August 15, 2025. Mr. Gualy previously
served as the Company’s Executive Vice President of Corporate Development since January 2025 and as a consultant to the
Company since May 2024. Mr. Gualy is the Founder and Managing Partner of Brittmoore Advisors, LLC, a strategic consulting firm
specializing in energy. Previously, he co-founded and served as Chief Commercial Officer at Stagecoach Renewables LLC, a company
backed by Apollo Global Management focused on acquiring renewable royalties. Additionally, Mr. Gualy was a Managing Director for a
boutique energy investment bank and served in senior investment manager roles at Macquarie Capital, Carlyle Blue-Wave, and
others.
The Company and Mr. Gualy
are still finalizing the terms of his compensation for his new role as COO of the Company and such arrangements will be separately announced
when finalized.
There are no family relationships
between Mr. Gualy and any director or other executive officer, nor are there any transactions to which the Company was or is a participant
and in which Mr. Gualy has a material interest subject to disclosure under Item 404(a) of Regulation S-K. There are no arrangements or
understandings between Mr. Gualy and any other persons pursuant to which he was selected as an officer.
Item 7.01. Regulation FD Disclosure.
The Company is also furnishing
a Second Quarter 2025 Earnings Call presentation, dated August 20, 2025 (the “Presentation”), attached as Exhibit 99.2 to
this Current Report on Form 8-K, which may be referred to on the Company’s second quarter 2025 conference call to be held on August
20, 2025. The Presentation will also be available on the Company’s website at https://www.t1energy.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated August 20, 2025, reporting T1 Energy Inc.’s financial results for the second quarter ended June 30, 2025. |
| 99.2 |
|
Second Quarter 2025 Earnings Call presentation. |
| 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/ Daniel Barcelo |
| |
|
Name: |
Daniel Barcelo |
| |
|
Title: |
Chief Executive Officer and Chairman of the Board |
| |
|
|
|
| |
Dated: August 20, 2025 |
|
