T1 Energy delays Q2 10-Q over $11.2m error

T1 Energy Inc. filed a Form 12b‑25 to notify that it will not file its Quarterly Report on Form 10‑Q for the period ended June 30, 2025 on time.

Rhea-AI Filing Summary

T1 Energy Inc. filed a Form 12b‑25 to notify that it will not file its Quarterly Report on Form 10‑Q for the period ended June 30, 2025 on time. The company cites delays in obtaining and compiling financial information and an accounting presentation error identified during its quarterly review.

Management determined that amortization of intangible assets related to certain customer contracts of $11.2m was improperly presented in Q1 2025, overstating both net sales – related parties and selling, general and administrative expenses by the same amount. The company states this non‑cash change does not affect net loss, financial position, liquidity, cash flow, historical management compensation, or debt covenant compliance, but it is evaluating the impact on prior period financial statements, internal control over financial reporting, and disclosure controls and procedures.

The company is also finalizing disclosures related to material definitive agreements previously discussed in a Form 8‑K dated August 14, 2025 and indicates it is working diligently to complete the delayed Form 10‑Q.

Positive

• None.

Negative

• Delayed Form 10‑Q and control review: The company will miss the due date for its Q2 2025 Form 10‑Q while correcting a $11.2m presentation error from Q1 2025 and assessing impacts on prior financials, internal control over financial reporting, and disclosure controls.

Insights

Equity analyst

Late 10‑Q driven by a presentation error and control review.

T1 Energy Inc. has delayed its Q2 2025 Form 10‑Q while it addresses a misclassification of amortization expense and completes related disclosure work. The company found that $11.2m of intangible asset amortization tied to certain customer contracts was improperly presented in Q1 2025, inflating both net sales – related parties and selling, general and administrative expenses by the same amount.

The company emphasizes that this non‑cash presentation error does not change net loss, financial position, liquidity, cash flow, historical management compensation, or debt covenant compliance. However, it is evaluating the impact on prior period financial statements and on internal control over financial reporting and disclosure controls, which introduces some governance and reporting‑quality uncertainty.

T1 Energy also notes it is finalizing disclosure on material definitive agreements previously outlined in an August 14, 2025 Form 8‑K. Overall, investors may view the combination of a late filing, a prior‑period classification error, and an ongoing control assessment as a modest negative signal for reporting reliability until the corrected 10‑Q and any related updates are filed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is T1 Energy Inc. (TE) filing its Form 10-Q late?

The company states it cannot file the Form 10‑Q for the quarter ended June 30, 2025 on time without unreasonable effort or expense due to delays in obtaining and compiling financial information and the need to address an accounting presentation error identified during its quarterly review.

What accounting error did T1 Energy Inc. (TE) identify in Q1 2025?

Management determined that amortization of intangible assets related to certain customer contracts of $11.2m in Q1 2025 was improperly presented, causing an overstatement of net sales – related parties and an equal overstatement of selling, general and administrative expenses.

Does the $11.2m presentation error affect T1 Energy Inc.’s profits or cash flow?

The company states that this non‑cash amortization presentation change does not affect its net loss, financial position, liquidity, cash flow, historical management compensation, or debt covenant compliance.

How will the late Form 10-Q be remedied for T1 Energy Inc. (TE)?

T1 Energy indicates it is working diligently to complete the Form 10‑Q and expects to file it after it evaluates the impact of the error on prior period financial statements and completes related disclosures, including those tied to material definitive agreements mentioned in an August 14, 2025 Form 8‑K.

Is T1 Energy Inc. reviewing its internal controls after the error?

Yes. The company is assessing the related effects of the errors on its evaluation of internal control over financial reporting and its disclosure controls and procedures.

What other items are affecting T1 Energy Inc.’s upcoming Form 10-Q?

In addition to the presentation error, the company is finalizing disclosure and impact from material definitive agreements that it previously disclosed in a Form 8‑K dated August 14, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/15/2025 - 07:01 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 001-41903

CUSIP Numbers: 35834F 104; 35834F 112

(Check one):		☐ Form 10-K	☐ Form 20-F	☐ Form 11-K	☒ Form 10-Q
		☐ Form 10-D	☐ Form N-CEN	☐ Form N-CSR
		For Period Ended: June 30, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

T1 Energy Inc.

Full Name of Registrant

N/A

Former Name if Applicable

1211 E 4th St.

Address of Principal Executive Office (Street and Number)

Austin, Texas 78702

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

T1 Energy Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Second Quarter Form 10-Q”) on or prior to its prescribed due date without unreasonable effort or expense due to a delay in obtaining and compiling financial information required to be included in the Second Quarter Form 10-Q. As part of the Company’s quarterly review process related to the preparation of the Second Quarter Form 10-Q, the Company determined that amortization of intangible assets related to certain customer contracts of $11.2m was improperly presented on the Company’s condensed consolidated statements of operations and comprehensive income (loss) in Q1 2025, resulting in an overstatement of net sales – related parties and an equal overstatement of selling, general and administrative expenses. While this change in presentation of non-cash amortization does not have any impact on the Company’s net loss, financial position, liquidity, cash flow, historical management compensation or debt covenant compliance, the Company has concluded that it is appropriate to delay the filing of the Second Quarter Form 10-Q while it works to evaluate the impact to its prior period financial statements. The Company is also assessing the related effects of the errors on the Company’s evaluation of internal control over financial reporting and its disclosure controls and procedures. In addition, the Company is finalizing disclosure and impact on the Company from the material definitive agreements that the Company disclosed on the current report on Form 8-K on August 14, 2025. The Company is, and has been, working diligently to complete its Form 10-Q as soon as possible.

1 

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification.

Daniel Barcelo		(917)		292-5471
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒   No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐   No ☒

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2 

Disclosures About Forward-Looking Statements

Certain statements included in this Current Report on Form 12b-25, which are not historical facts, are forward-looking statements. Such forward-looking statements speak only as of the date of this Current Report. These forward-looking statements are based on management’s current expectations, assumptions and beliefs regarding future events and are based on currently available information as to the outcome and timing of future events, certain of which are beyond the Company’s control, and actual results may differ materially depending on a variety of important factors. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects disclosed in the Company’s annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to time. Any or all of these occurrences could cause actual results to differ from those in the forward-looking statements, and the Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.

3 

T1 Energy Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	August 15, 2025		By:	/s/ Daniel Barcelo
				Daniel Barcelo
				Chief Executive Officer and Chairman of the Board of Directors

4