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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): August 5, 2025 (August 1, 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 pf 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 1.01. Entry into a Material Definitive Agreement.
On August 1, 2025, T1 Energy Inc., a Delaware corporation (the “Company”) entered into a second amendment (the “Consulting Agreement Amendment No. 2”) to its consulting agreement dated May 14, 2021 with Mr. Peter Matrai, a director of the Company, pursuant to which he serves as a consultant to the Company (the “Consulting Agreement”). The Consulting Agreement Amendment No. 2 extends the term of the Consulting Agreement to December 31, 2025, unless terminated earlier in accordance with the terms of the Consulting Agreement.
Under the terms of the Consulting Agreement Amendment No. 2, the consultant fee remitted to Mr. Matrai shall remain fixed at $30,000 per month. The Company reserves the right to reduce the consultant fee, provided that such decision is mandated by the Compensation Committee of the Board of Directors of the Company, in its sole discretion, as a general reduction applicable to all executive officers of the Company. All other provisions of the Consulting Agreement, including customary confidentiality, non-competition, non-solicitation and intellectual property assignment provisions, remain in effect.
The Consulting Agreement Amendment No. 2 is listed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated into this Item 1.01 by reference. The foregoing summary of this agreement is qualified in its entirety by reference to the full text of such exhibit.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 2 to Consultancy Agreement between T1 Energy Inc. and Peter Matrai, dated August 1, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: August 5, 2025
2
Exhibit 10.1
AMENDMENT NO. 2 TO CONSULTANCY AGREEMENT
This Amendment No. 2 to the Consultancy Agreement (as defined below) (this “Amendment”) is made and entered into as of this 1st day of August, 2025 (the “Effective Date”), by and between Peter Matrai, a resident of Pennsylvania (the “Consultant”), and T1 Energy Inc. (formerly known as FREYR Battery, Inc.), a Delaware corporation with a principal place of business at 1211 E 4th St., Austin, TX 78702, USA (the “Company”). The Consultant and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
WHEREAS, the Company and the Consultant are parties to that certain Consultancy Agreement dated May 13th /14th, 2021, and as amended as of August 9, 2024 (the “Consultancy Agreement”); and
WHEREAS, the Consultancy Agreement expired on July 30th, 2025, as per its own terms and the Parties desire to amend the Consultancy Agreement to extend the term for an additional period of one (1) year under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
| 1. | Amendment to Term. The Consultant Term, as defined and set forth in Section 1 of the Consultancy Agreement, is hereby extended for the period commencing on August 1st, 2025 and expiring on 31st, December 2025, unless terminated earlier in accordance with the terms of the Consultancy Agreement. |
| 2. | Consultant Fee. The Consultant Fee, as set forth in Section 3(a) of the Consultancy Agreement, shall remain fixed at 30,000 USD per month. However, the Company reserves the right to reduce the Consultant Fee, provided that such decision is mandated by the Compensation Committee of the Company’s Board of Directors, in its sole discretion, as a general reduction applicable to all executive officers of the Company. Any reduction in the Consultant Fee will be communicated to the Consultant in writing at least thirty (30) days prior to the effective date of the reduction. The notice will include the new Consultant Fee and the effective date of the change. The Consultant acknowledges and agrees that the Company’s right to reduce the Consultant Fee is a condition of the extension of the Consultant Term as per this Amendment and that such reduction may be made without the Consultant’s prior consent, subject to the notice requirement specified above. |
| 3. | No Other Changes. Except as expressly amended by this Amendment, all terms and conditions of the Consultancy Agreement shall remain in full force and effect and are hereby ratified and confirmed. |
| 4. | Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. |
| 5. | Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic and facsimile signatures shall be deemed to be original signatures for all purposes. |
| 6. | Entire Agreement. This Amendment, together with the Consultancy Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. |
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Effective Date.
| CONSULTANT | ||
| /s/ Peter Matrai | ||
| Name: | Peter Matrai | |
| Date: | August 1, 2025 | |
| T1 ENERGY INC. | ||
| /s/ Daniel Barcelo | ||
| Name: | Daniel Barcelo | |
| Title: | Chief Executive Officer | |
| Date: | August 1, 2025 | |