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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 15, 2025

 

T1 Energy Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   333-274434   93-3205861
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
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 8.01. Other Events.

 

On May 15, 2025, T1 Energy Inc., a Delaware corporation (the “Company”), announced that the Company has entered into a Heads of Agreement with a Saudi partner aligned with the Kingdom of Saudi Arabia to pursue an investment in the Company’s planned G2 Austin 5GW solar cell manufacturing facility in Austin, Texas. The non-binding agreement was signed on this week at a ceremony in Riyadh hosted by the Saudi Ministry of Investment to commemorate the Trump administration’s ‘America First’ program and the Kingdom of Saudi Arabia’s commitment to investing in critical U.S. energy infrastructure projects.

 

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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press Release, dated May 15, 2025, announcing the Company’s entry into a Heads of Agreement.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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
     
Dated: May 15, 2025    

 

2

 

EX-99.1 2 ea024229201ex99-1_t1energy.htm PRESS RELEASE, DATED MAY 15, 2025, ANNOUNCING THE COMPANY'S ENTRY INTO A HEADS OF AGREEMENT

Exhibit 99.1

 

 

T1 Energy Take Steps to Bring Investment to G2_Austin Solar Cell Project

 

Working with a Saudi partner aligned with the Kingdom of Saudi Arabia to
explore a potential strategic investment in G2_Austin

 

Austin, TX and New York, NY, May, 15, 2025 T1 Energy Inc. (NYSE: TE) (“T1,” “T1 Energy,” or the “Company”) announced this morning that the Company has entered into a Heads of Agreement to pursue an investment in the planned G2_Austin 5 GW solar cell manufacturing facility. The non-binding agreement was signed this week at a ceremony in Riyadh hosted by the Saudi Ministry of Investment (“MISA”) to commemorate the Trump administration’s ‘America First’ program and the Kingdom’s commitment to investing in critical U.S. energy infrastructure projects.

 

“We wish to extend our sincerest appreciation to the Saudi Ministry of Investment for hosting our delegation. We are honored to sign this landmark agreement which is intended to bring in strategic capital to support America’s advanced manufacturing sector,” said Daniel Barcelo, T1’s Chief Executive Officer and Chairman of the Board. “The U.S. needs to establish a domestic solar manufacturing supply chain, and T1 is at the forefront of that mission with our world-class operating G1_Dallas facility and planned G2_Austin project. This agreement is a positive step towards an investment to accelerate our development plans and our strategy to become a U.S. solar energy leader built on domestic content and leading-edge technology.”

 

Representatives from T1 and our Saudi partner, Manaar Gulf Saudi Arabia Ltd., signed the agreement on May 13th at a ceremony in Riyadh welcoming a U.S. delegation from the Trump administration and U.S. industrial partners to the Kingdom. The event promoted Gulf Corporation Council investment in America to support the ‘America First’ agenda.

 

“T1 is grateful to be part of a larger conversation to reshore American manufacturing through cooperative efforts with our overseas industrial partners,” added Daniel Barcelo. “With this agreement in place, our teams will be working to secure this capital and advance T1’s mission to bring investment, jobs, and key supply chains to America. As this relationship develops, we are also pleased to examine complementary opportunities to invest in the Kingdom’s solar manufacturing sector.”

 

T1 Energy Inc.   News Release  1


 

About T1 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 United States, with a complementary solar and battery storage strategy. Based in the United States 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 us on social media.

 

Investor contact:

 

Jeffrey Spittel

EVP, Investor Relations and Corporate Development

jeffrey.spittel@T1energy.com

Tel: +1 409 599 5706

 

Media contact:

 

Russell Gold

EVP, Strategic Communications
russell.gold@T1energy.com

Tel: +1 214 616 9715

 

Cautionary Statement 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: a potential investment in G2 Austin; the Company’s ability to bring in strategic capital to support America’s advanced manufacturing sector; the Company being at the forefront of the development of domestic solar manufacturing supply chains; the Company’s development plans and strategy to become a U.S. solar energy leader built on domestic content and leading-edge technology; the investment by the Gulf Corporation Council in America to support the ‘America First’ agenda; T1’s participation in the reshoring of American manufacturing; the Company’s mission to bring investment, jobs and key supply chains to America; and any complementary opportunities that T1 may explore with respect to investments in the Kingdom’s solar manufacturing sector. 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 and projections 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 annual report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (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, (ii) T1’s post-effective Amendment No. 1 to the Registration Statement on Form S-3 filed with the SEC on January 4, 2024, and (iii) 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. All of the above referenced filings are 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, and its CEO and Chairman of the Board, Daniel Barcelo, also intend to use certain social media channels, including, but not limited to, X, LinkedIn and Instagram, as means of communicating with the public and investors about T1, its progress, products, and other matters. While not all the information that T1 or Daniel Barcelo post to their respective 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 and Daniel Barcelo 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 its and Daniel Barcelo’s social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

 

T1 Energy Inc.   News Release  2