T1 Energy Inc. Reports Material Agreement Changes

TL;DR

T1 Energy's 8-K shows they entered AND exited a major deal on the same day. Big moves happening.

AI Summary

T1 Energy Inc. (formerly FREYR Battery, Inc.) filed an 8-K on September 11, 2025, reporting on events that occurred on September 10, 2025. The filing indicates both the entry into and termination of a material definitive agreement, along with financial statements and exhibits. The company is incorporated in Delaware and its principal business address is in Austin, Texas.

Why It Matters

This filing signals significant shifts in T1 Energy's contractual relationships, which could impact its operational strategy and financial standing.

Risk Assessment

Risk Level: medium — The simultaneous entry and termination of a material definitive agreement suggests potential instability or significant strategic shifts within the company.

Key Players & Entities

• T1 Energy Inc. (company) — Registrant
• FREYR Battery, Inc. (company) — Former company name
• September 10, 2025 (date) — Date of earliest event reported
• September 11, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Austin, Texas (location) — Business address city and state

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value TE The New York Stock Exc
• $11.50 — e Common Stock at an exercise price for $11.50 per share TE WS The New York Stock
• $1.05 — mon Stock of the Company, at a price of $1.05 per share. The Company also agreed to p
• $5 million — Company agreed (i) to pay Stellar Hann $5 million of cash no later than ninety (90) days

Filing Documents

• ea0256560-8k_t1energy.htm (8-K) — 35KB
• ea025656001ex10-1_t1energy.htm (EX-10.1) — 14KB
• ea025656001ex10-2_t1energy.htm (EX-10.2) — 98KB
• 0001213900-25-086663.txt ( ) — 377KB
• te-20250910_def.xml (EX-101.DEF) — 26KB
• te-20250910_lab.xml (EX-101.LAB) — 36KB
• te-20250910_pre.xml (EX-101.PRE) — 25KB
• te-20250910.xsd (EX-101.SCH) — 4KB
• ea0256560-8k_t1energy_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement;

Item 1.01. Entry into a Material Definitive Agreement;

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement Termination of Securities Purchase Agreement As previously disclosed on November 6, 2024, T1 Energy Inc. (f/k/a/ FREYR Battery, Inc.), a Delaware corporation (the " Company ") and Stellar Hann Investment Ltd. (f/k/a Trinaway Investment Second Ltd.), a British Virgin Islands company (" Stellar Hann "), entered into a securities purchase agreement (the " PIPE Agreement "), pursuant to which Stellar Hann agreed to subscribe for 14,050,000 shares of Common Stock of the Company, at a price of $1.05 per share. The Company also agreed to provide certain registration rights with respect to the shares issued pursuant to the PIPE Agreement. On September 10, 2025, the Company and Stellar Hann entered into a termination letter agreement (the " Termination Letter "), pursuant to which each of the Company and Stellar Hann agreed that, effective as of September 10, 2025, the PIPE Agreement is terminated and of no further force or effect, and none of the Company nor Stellar Hann nor their respective affiliates, representatives, directors, officers, attorneys, agents, employees, shareholders, controlling persons or subsidiaries, shall have any further rights, duties, liabilities or obligations with respect to, or in connection with, the PIPE Agreement, except as provided in the Termination Letter. In consideration for the termination of the PIPE Agreement, the Company agreed (i) to pay Stellar Hann $5 million of cash no later than ninety (90) days following the date of the Termination Letter and (ii) to issue 7,000,000 Penny Warrants (as defined below) to Stellar Hann concurrently with executing the Termination Letter on the terms of the Penny Warrants Agreement (as defined below). For more information regarding the PIPE Agreement, please see the Company's Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on November 6, 2024. The foregoing description of the Termination Letter does

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Termination Letter, dated September 10, 2025, by and between T1 Energy Inc. and Stellar Hann Investment Ltd.*/++ 10.2 Warrant Agreement, dated September 10, 2025, by and between T1 Energy Inc. and Stellar Hann Investment Ltd. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Company will furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. ++ Certain personally identifiable information has been omitted from portions of this exhibit (indicated by "[***]") pursuant to Item 601(a)(6) of Regulation S-K. 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/ Daniel Barcelo Name: Daniel Barcelo Title: Chief Executive Officer and Chairman of the Board of Directors Dated: September 11, 2025 2

View Full Filing

View this 8-K filing on SEC EDGAR