T1 Energy Inc. Files 8-K: Material Definitive Agreement

TL;DR

T1 Energy Inc. just signed a big deal, filing an 8-K today.

AI Summary

On October 23, 2025, T1 Energy Inc. announced a material definitive agreement. The company, formerly known as FREYR Battery, Inc. /DE/, is incorporated in Delaware and operates in the Semiconductors & Related Devices sector. The filing also includes information on other events and financial statements.

Why It Matters

This filing indicates a significant new contract or partnership for T1 Energy Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant opportunities or risks depending on the terms, which are not fully detailed in this initial filing.

Key Numbers

• 001-41903 — SEC File Number (Identifies the company's filings with the SEC)
• 93-3205861 — IRS Employer Identification No. (Tax identification number for the company)

Key Players & Entities

• T1 Energy Inc. (company) — Registrant
• FREYR Battery, Inc. /DE/ (company) — Former company name
• October 23, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 3674 (sic_code) — Standard Industrial Classification

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
• $72 million — asers") for the sale of an aggregate of $72 million of shares of common stock of the Compan
• $3.25 — mmon Stock at the subscription price of $3.25 per share of Common Stock, for aggregat

Filing Documents

• ea0262237-8k_t1energy.htm (8-K) — 36KB
• ea026223701ex10-1_t1energy.htm (EX-10.1) — 211KB
• ea026223701ex10-2_t1energy.htm (EX-10.2) — 40KB
• ea026223701ex99-1_t1energy.htm (EX-99.1) — 15KB
• ex99-1_001.jpg (GRAPHIC) — 1KB
• 0001213900-25-101432.txt ( ) — 576KB
• te-20251023.xsd (EX-101.SCH) — 4KB
• te-20251023_def.xml (EX-101.DEF) — 26KB
• te-20251023_lab.xml (EX-101.LAB) — 36KB
• te-20251023_pre.xml (EX-101.PRE) — 25KB
• ea0262237-8k_t1energy_htm.xml (XML) — 6KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement On October 23, 2025, T1 Energy Inc., a Delaware corporation (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain purchasers (the "Purchasers") for the sale of an aggregate of $72 million of shares of common stock of the Company, par value $0.01 per share (the "Common Stock" and, such investment, the "Investment"). The closing of the Investment is subject to certain customary closing conditions set forth in the Securities Purchase Agreement. Pursuant to the terms and subject to the conditions of the Securities Purchase Agreement, the Purchasers have agreed to purchase an aggregate of 22,153,850 shares of Common Stock at the subscription price of $3.25 per share of Common Stock, for aggregate gross proceeds to the Company of $72 million. The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. The Company intends to use the net proceeds from the Investment for (i) working capital, (ii) strategic investments and partnership development and (iii) advancement of energy technology and infrastructure projects. The shares of Common Stock offered pursuant to the Investment are being offered in a registered direct offering effected pursuant to the Company's existing effective shelf registration A.G.P./Alliance Global Partners (the "Placement Agent") is acting as the sole placement agent for the Investment pursuant to a Placement Agency Agreement between the Company and the Placement Agent (the "Placement Agency Agreement"). The Placement Agency Agreement contains customary representations and warranties and agreements of the Company and the Placement Agent and customary indemnification rights and obligations of the p

01 Other Events

Item 8.01 Other Events On October 23, 2025, the Company issued a press release regarding the Investment. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The press release is being furnished pursuant to Item 8.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act. 1

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking of the offering. Forward-looking statements include statements that are not historical facts and can be identified by terms such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "will," "would" or similar expressions and the negatives of those terms. Our actual results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks and uncertainties including those described in more detail in the Company's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q and other documents on file with the SEC, as well as the risk of the possibility of further material delays in the Company's financial reporting. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this filing, except as required by applicable law or regulation.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement, dated October 23, 2025 10.2 Placement Agency Agreement, dated October 23, 2025 99.1 Press Release, dated October 23, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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/ Joseph Evan Calio Name: Joseph Evan Calio Title: Chief Financial Officer Dated: October 23, 2025 3

View Full Filing

View this 8-K filing on SEC EDGAR