8-K
T1 Energy Inc. (TE)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 24, 2025 (October23, 2025)
T1 Energy Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 333-274434 | 93-3205861 |
|---|---|---|
| (State or other jurisdiction <br><br>of incorporation) | (Commission File Number) | (IRS Employer <br><br>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 7.01. Regulation FD Disclosure
As previously disclosed, 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 statement on Form S-3 (Reg. No. 333-290198) on file with the U.S. Securities and Exchange Commission.
In connection with the issuance of Common Stock in the Investment, the Company is filing, as Exhibit 5.1 hereto, the opinion of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, counsel to the Company.
Item 8.01 Other Events
On October 24, 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.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among other things, statements with respect to the anticipated use of proceeds from the offering and the closing 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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom (UK) LLP |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom (UK) LLP (included in Exhibit 5.1) |
| 99.1 | Press Release, dated October 24, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the<br> Inline XBRL document) |
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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 24, 2025 |
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Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom (UK) llp
22 BISHOPsGATE
London EC2N 4BQ
| TEL: (020) 7519-7000 | AFFILIATE OFFICES |
|---|---|
| FAX: (020) 7519-7070 | |
| www.skadden.com | |
| BOSTON | |
| CHICAGO | |
| HOUSTON | |
| LOS ANGELES | |
| NEW YORK | |
| PALO ALTO | |
| WASHINGTON, D.C. | |
| WILMINGTON | |
| ABU DHABI | |
| BEIJING | |
| BRUSSELS | |
| FRANKFURT | |
| HONG KONG | |
| MUNICH | |
| PARIS | |
| SÃO PAULO | |
| SEOUL | |
| SINGAPORE | |
| TOKYO | |
| October 24, 2025 | TORONTO |
T1 Energy Inc.
1211 E 4th St.
Austin, Texas 78702
| Re: | T1 Energy Inc.<br><br>Registration Statement on Form S-3 |
|---|
Ladies and Gentlemen:
We have acted as special United States counsel to T1 Energy Inc., a Delaware corporation (the “Company”), in connection with the public offering by the Company of 22,153,850 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Shares”).
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).
In rendering the opinions stated herein, we have examined and relied upon the following:
(a) the registration statement on Form S-3 (File No. 333-290198) of the Company relating to the Shares and other securities of the Company filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 11, 2025 under the Securities Act of 1933 (the “Securities Act”), allowing for delayed or continuous offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations and the Notice of Effectiveness of the Commission posted on its website declaring such registration statement effective on September 22, 2025 (such registration statement being hereinafter referred to as the “Registration Statement”);
(b) the prospectus, dated September 22, 2025 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;
(c) the prospectus supplement, dated October 24, 2025 (together with the Base Prospectus, the “Prospectus Supplement”), relating to the offering of the Shares, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
T1 Energy Inc.
October 24, 2025
Page 2
(d) an executed copy of each of the Securities Purchase Agreements, dated as of October 23, 2025 (the “Securities Purchase Agreements”), by and between the purchasers named therein and the Company;
(e) an executed copy of a certificate of Andrew Munro, Chief Legal and Policy Officer of the Company, dated as of the date hereof (the “Officer’s Certificate”);
(f) a copy of the Company’s Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, as in effect from August 31, 2023, and certified pursuant to the Secretary’s Certificate;
(g) a copy of the Company’s Second Amended and Restated Certificate of Incorporation, as amended to date, certified by the Secretary of State of the State of Delaware, as in effect as of the date hereof, and certified pursuant to the Secretary’s Certificate (the “Certificate of Incorporation”);
(h) a copy of the Company’s Bylaws, as in effect from August 31, 2023, and certified pursuant to the Secretary’s Certificate;
(i) a copy of the Company’s Second Amended and Restated Bylaws, as in effect as of the date hereof, and certified pursuant to the Secretary’s Certificate; and
(j) a copy of resolutions of the Board of Directors of the Company, adopted on (i) December 19, 2023 and (ii) October 22, 2025, certified pursuant to the Secretary’s Certificate.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate and the Certificate of Incorporation and the factual representations and warranties set forth in the Securities Purchase Agreements.
We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).
T1 Energy Inc.
October 24, 2025
Page 3
As used herein, “Organizational Documents” means those documents listed in paragraphs (g) and (i) above.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and when issued and sold in accordance with the Securities Purchase Agreements, will be validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.01 per Share.
In addition, in rendering the foregoing opinion we have assumed that:
(a) the Company’s issuance of the Shares does not and will not (i) except to the extent expressly stated in the opinions contained herein, violate any statute to which the Company or such issuance is subject, or (ii) constitute a violation of, or a breach under, or require the consent or approval of any other person under, any agreement or instrument binding on the Company (except that we do not make this assumption with respect to the Organizational Documents or those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, although we have assumed compliance with any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company contained in such agreements or instruments); and
(b) the Company’s authorized capital stock is as set forth in the Certificate of Incorporation, and we have relied solely on the certified copy thereof issued by the Secretary of State of the State of Delaware and have not made any other inquiries or investigations.
This opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions in transactions of this type.
We hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. We also hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.
| Very truly yours, |
|---|
| /s/ Skadden, Arps, Slate, Meagher & Flom (UK) LLP |
Exhibit 99.1
T1Energy Advances G2_Austin Development with Capital Formation Progress
October 24, 2025
Registereddirect equity offering’s expected proceeds of $72 million with new and existing institutional investors coupled with an expected$50 million convertible preferred is a major step forward for G2_Austin U.S. solar cell manufacturing facility
AUSTIN, Texas and NEW YORK, Oct. 24, 2025 (GLOBE NEWSWIRE) -- T1 Energy Inc. (NYSE: TE) (“T1,” “T1 Energy,” or the “Company”) is moving forward with plans to start construction of the 2.1 GW first phase of its G2_Austin PV solar cell manufacturing facility before year-end 2025. With the expected proceeds from each of the $72 million registered direct offering and the $50 million convertible preferred announced this week, the Company will soon have a meaningful portion of the capital required to finance the first 2.1 GW phase of the G2_Austin facility, with the remainder expected to be comprised of debt and anticipated customer offtake deposits. The closing of the registered direct offering is expected to occur on or about October 24, 2025, subject to the satisfaction of customary closing conditions and the closing of the convertible preferred share issuance is expected shortly thereafter.
“This is a landmark day for T1 and our growing network of partners, customers, and investors. This equity capital is foundational to constructing G2_Austin, which is the centerpiece of T1’s mission to build an integrated American solar supply chain,” commented Dan Barcelo, Chairman and CEO, T1 Energy. “The transactions announced this week significantly derisk the G2 facility and have positioned us to potentially accelerate long lead time items and to proceed with the initial construction phase of G2 as planned before year-end 2025. As importantly, the support of major new and existing institutional investors is expected to help us build on the momentum we already have with G2 debt capital formation, advanced customer offtake discussions, and other key strategic initiatives.”
| • | Capital formation expected to trigger Q4 2025 start of construction at G2_Austin. As disclosed<br> previously, T1 is executing a phased development of the G2_Austin PV solar cell fab in Rockdale,<br> Texas, with the first 2.1 GW slated to start construction before year-end 2025. The expected<br> proceeds from the $50 million issuance of preferred stock to certain funds and accounts managed<br> by Encompass Capital Advisors LLC, in combination with the $72 million of expected gross<br> proceeds from the registered direct equity offering, provide T1 with meaningful capital required<br> to fund the facility's $400 - $425 million of capital expenditures for the first 2.1 GW phase<br> of G2_Austin. |
|---|---|
| • | Planned next steps for G2_Austin development. T1’s G2 facility development team has completed<br> contractor and vendor selection and is progressing with detailed engineering of the customized<br> production line equipment for the G2 first phase. The net proceeds from the transactions<br> announced this week position T1 to accelerate the next stages of development as precursors<br> to the planned start of construction in Q4 2025. |
| --- | --- |
“The transactions we announced this week are meaningful steps forward in the capital formation process to develop the G2_Austin facility,” added Evan Calio, T1’s Chief Financial Officer. “Although we initially planned to focus on securing debt capital as the foundation of the G2 capital stack, interest from new and existing institutional equity investors enabled us to opportunistically reorient the sequence of G2 capital formation.”
AboutT1 Energy
T1 Energy Inc. (NYSE: TE) is an energy solutions provider building an integrated U.S. supply chain for solar and batteries. In December 2024, T1 completed a transformative transaction, positioning the company as one of the leading solar manufacturing companies in the U.S., with a complementary solar and battery storage strategy. Based in the U.S. with plans to expand its operations in America, the Company is also exploring value optimization opportunities across its portfolio of assets in Europe.
To learn more about T1, please visit www.T1energy.com and follow on social media.
Investorcontact:
JeffreySpittel
EVP, Investor Relations and Corporate Development
jeffrey.spittel@T1energy.com
Tel: +1 409 599-5706
Mediacontact:
RussellGold
EVP, Strategic Communications
russell.gold@T1energy.com
Tel: +1 214 616-9715
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CautionaryStatement Concerning Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation with respect to the Company’s financial and operational performance and profitability, the expected proceeds from the registered direct offering, anticipated use of proceeds from the offerings described herein, the closing of the registered direct offering, the G2_Austin phased development plan, the expected plans and benefits of such development plans, the expectation to bring the facility online in Q4 2026 to address robust customer demand, the expected first phase of G2_Austin annual production capacity of 2.1GW total, with an estimated capital expenditure of $400 - $425 million, the expected timeframe for constriction and start of production at G2; the Company’s planned or expected capital formation activities and their success, including the expected availability of debt financing and customer offtake proceeds. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual future events, results, or achievements to be materially different from the Company’s expectations expressed or implied by the forward-looking statements. Important factors include, but are not limited to, those discussed under the caption “Risk Factors” in (i) T1’s post-effective amendment no. 1 to the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on January 4, 2024, (ii) T1’s Registration Statement on Form S-4 filed with the SEC on September 8, 2023 and subsequent amendments thereto filed on October 13, 2023, October 19, 2023 and October 31, 2023, (iii) T1’s Registration Statements on Form S-3 filed with the SEC on September 23, 2025, and (iv) T1’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025, as amended and supplemented by Amendment No. 1 on Form 10-K/A filed with the SEC on April 30, 2025, (v) T1’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the SEC on May 15, 2025, as amended and supplemented by Amendment No. 1 on Form 10-Q/A filed with the SEC on August 18, 2025, (vi) T1’s Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed with the SEC on August 19, 2025, and available on the SEC’s website at www.sec.gov. Forward-looking statements speak only as of the date of this press release and are based on information available to the Company as of the date of this press release, and the Company assumes no obligation to update such forward-looking statements, all of which are expressly qualified by the statements in this section, whether as a result of new information, future events or otherwise, except as required by law.
T1 intends to use its website as a channel of distribution to disclose information which may be of interest or material to investors and to communicate with investors and the public. Such disclosures will be included on T1’s website in the ‘Investor Relations’ section. T1 also intends to use certain social media channels, including, but not limited to, X and LinkedIn, as means of communicating with the public and investors about T1, its progress, products, and other matters. While not all the information that T1 posts to its digital platforms may be deemed to be of a material nature, some information may be. As a result, T1 encourages investors and others interested to review the information that it posts and to monitor such portions of T1’s website and social media channels on a regular basis, in addition to following T1’s press releases, SEC filings, and public conference calls and webcasts. The contents of T1’s website and other social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
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