Encompass Amends Purchase Agreement; T1 Energy to Issue Contingent Warrants

Rhea-AI Filing Summary

T1 Energy Inc. Schedule 13D/A (Amendment No. 3) discloses that Encompass Capital Advisors LLC, Encompass Capital Partners LLC and Todd J. Kantor together report beneficial ownership of shares and warrants representing up to 13,818,733 shares (approximately 8.8%) for Encompass Capital Advisors and 9,599,716 shares (approximately 6.1%) for Encompass Capital Partners. The filing notes the issuer changed its name from FREYR Battery, Inc. to T1 Energy Inc. on February 18, 2025. The parties executed a Third Amendment to a Preferred Stock Purchase Agreement on August 13, 2025 that revises definitions and conversion-price mechanics, adds a condition precedent tied to issuer financial statements, requires parity if lower conversion-priced preferred stock is issued (floor of $1.05), and contemplates issuance of warrants exercisable for 3,500,000 shares at $0.01 if the Second Tranche Closing does not occur by December 31, 2026.

Positive

• Disclosure of ownership percentages for Encompass entities and Todd J. Kantor provides transparency (ECA: 13,818,733 shares, ~8.8%; ECP: 9,599,716 shares, ~6.1%).
• Third Amendment establishes a conversion-price floor mechanism requiring parity to any lower-priced preferred, with a minimum conversion price of $1.05.

Negative

• Potential dilution from warrants and conversion adjustments, including contingent issuance of 3,500,000 warrants exercisable at $0.01 if the Second Tranche does not close by December 31, 2026.
• Change in condition precedent to a financial-statement requirement may affect likelihood/timing of Second Tranche closing versus prior project-FID condition.

Insights

Financial Analyst

TL;DR: Amendment clarifies tranche mechanics and creates potential dilution via warrants and conversion adjustments; ownership disclosures show meaningful passive stake.

The filing documents Amendment No. 3 to the Preferred Stock Purchase Agreement, which refines conversion-price definitions and adds a financial-statement condition precedent for the Second Tranche. Reported beneficial ownership includes shares and exercisable warrants representing approximately 8.8% (ECA) and 6.1% (ECP) of outstanding shares based on 155,938,092 shares outstanding. The amendment also includes a protective covenant that ties Second Tranche conversion terms to any subsequently issued lower-priced preferred stock, with a stated floor of $1.05, and contemplates issuing 3.5 million warrants at $0.01 if the Second Tranche fails to close by year-end 2026. These provisions create clear dilution pathways investors should quantify against current capitalization.

M&A / Transaction Specialist

TL;DR: Transaction amendment restructures tranche timing and protections, adding conditional instruments that change capital structure if closing fails.

The Third Amendment redefines tranche timing (Second Tranche to occur within ten business days after issuer election) and standardizes market-related definitions (Trading Day/Market and 10-Day VWAP). It replaces a prior project-FID condition with a financial-statement condition precedent, which shifts risk allocation to issuer financial reporting. The inclusion of a floor on conversion price ($1.05) and the contingent issuance of warrants for 3,500,000 shares at a nominal exercise price are transaction-level changes that materially affect potential post-closing capitalization and stakeholder economics, particularly if the Second Tranche does not close by December 31, 2026.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

T1 Energy Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

35834F104

(CUSIP Number)

Todd J. Kantor
Encompass Capital Advisors LLC, 200 Park Avenue, 16th Floor
New York, NY, 10166
646-351-8450

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/13/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 35834F104

1

Name of reporting person

Encompass Capital Advisors LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,818,733.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,818,733.00

11

Aggregate amount beneficially owned by each reporting person

13,818,733.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.8 %

14

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person:

Includes (a) 13,463,268 shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), and (b) 355,465 warrants, which are exercisable into shares of Common Stock.

SCHEDULE 13D

CUSIP No. 35834F104

1

Name of reporting person

Encompass Capital Partners LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 9,599,716.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 9,599,716.00

11

Aggregate amount beneficially owned by each reporting person

9,599,716.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

6.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Includes (a) 9,247,785 shares of Common Stock and (b) 351,931 warrants, which are exercisable into shares of Common Stock.

SCHEDULE 13D

CUSIP No. 35834F104

1

Name of reporting person

Kantor Todd J.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,818,733.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,818,733.00

11

Aggregate amount beneficially owned by each reporting person

13,818,733.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.8 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Includes (a) 13,463,268 shares of Common Stock and (b) 355,465 warrants, which are exercisable into shares of Common Stock. Mr. Kantor is the managing member of each of Encompass Capital Advisors LLC and Encompass Capital Partners LLC. Mr. Kantor disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: T1 Energy Inc.
(c)	Address of Issuer's Principal Executive Offices: 1211 E 4TH ST., AUSTIN, TEXAS , 78702.
Item 1 Comment: The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned ("Amendment No. 3"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. On February 18, 2025, the Issuer changed its name from FREYR Battery, Inc. toT1 EnergyInc.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On August 13, 2025, the parties thereto entered into that certain Amendment No. 3 to the Purchase Agreement (the "Third Amendment"). Capitalized terms used in this Item 4 but not otherwise defined herein have the meanings given to them in the Purchase Agreement. The parties entered into the Third Amendment in order to amend and restate in entirety, among other things: (i) the definition of "Second Tranche Closing Date" to reflect that the date of issuance of the Second Tranche shall be 10 Business Days following the date the Issuer notifies the Purchasers of its decision to exercise the Second Tranche Option; (ii) the definition of "Conversion Price" with respect to the Second Tranche to reflect various Conversion Prices with respect to the First and Second Tranches; (iii) the inclusion of definitions of "Trading Day", "Trading Market", "Principal Trading Market", "Trading Market" and "10-Day VWAP"; (iv) the inclusion of a condition precedent to the consummation of the Second Tranche which relates to the Issuer's financial statements that also replaces an existing condition precedent related to the Issuer's final investment decision with regard to the facility to be developed by Trina Solar US Manufacturing Cell 1, LLC; (v) the inclusion of a covenant that if the Issuer has issued any shares of preferred stock with a Lower Conversion Price (as defined in the Third Amendment), the Issuer shall make such amendment as is necessary to the terms of the Second Tranche so that the conversion price applicable to the Second Tranche is no higher than the Lower Conversion Price (with such Lower Conversion Price to be no lower than $1.05 in any event); and (vi) the issuance of warrants of the Issuer to the Purchasers which are exercisable for 3,500,000 shares of the Issuer's Common Stock at a purchase price of $0.01 per share upon certain conditions, including if the Second Tranche Closing does not occur by December 31, 2026. The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by the full text of the Third Amendment, which is incorporated herein by reference to Exhibit 99.2 to this Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based upon (a) 155,938,092 shares of Common Stock outstanding, which is the total number of Shares outstanding as of May 14, 2025, as reported in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on May 15, 2025 and (b) shares of Common Stock issuable upon the exercise of warrants held by the respective Reporting Persons. The ownership of each Reporting Person in this Item 5 includes the Shares issuable upon the exercise of warrants that are exercisable within 60 days. Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and, accordingly, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. However, each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. A. ECA Amount beneficially owned: 13,818,733 Shares Percentage: Approximately 8.8% B. ECP Amount beneficially owned: 9,599,716 Shares Percentage: Approximately 6.1% C. Mr. Kantor Amount beneficially owned: 13,818,733 Shares Percentage: Approximately 8.8%
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented by the addition of the following: 99.2 - Amendment No. 3 to the Preferred Stock Purchase Agreement, dated as of August 13, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by T1 Energy Inc. on August 14, 2025)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Encompass Capital Advisors LLC

Signature:	/s/ Todd J. Kantor
Name/Title:	Todd J. Kantor, Managing Member
Date:	08/15/2025

Encompass Capital Partners LLC

Signature:	/s/ Todd J. Kantor
Name/Title:	Todd J. Kantor, Managing Member
Date:	08/15/2025

Kantor Todd J.

Signature:	/s/ Todd J. Kantor
Name/Title:	Todd J. Kantor
Date:	08/15/2025

FAQ

What stake does Encompass Capital report in T1 Energy (TE)?

Encompass Capital Advisors reports beneficial ownership of 13,818,733 shares (approx. 8.8%) and Encompass Capital Partners reports 9,599,716 shares (approx. 6.1%), including warrants exercisable within 60 days.

What key changes does Amendment No. 3 make to the Purchase Agreement?

The Third Amendment redefines Second Tranche timing, revises conversion-price definitions (including market/VWAP terms), replaces a project-FID condition with a financial-statement condition precedent, and adds a parity covenant with a conversion-price floor of $1.05.

Are there any new contingent securities disclosed?

Yes. The amendment contemplates issuance of warrants exercisable for 3,500,000 shares at $0.01 per share if the Second Tranche Closing does not occur by December 31, 2026.

Did the company change its name?

Yes. The issuer changed its name from FREYR Battery, Inc. to T1 Energy Inc. on February 18, 2025.

What is the basis for the percentage ownership calculations?

Percentages are calculated using 155,938,092 shares outstanding as reported in the issuer's proxy statement dated May 14, 2025, and include shares issuable upon exercise of warrants exercisable within 60 days.