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    Amendment: SEC Form SCHEDULE 13D/A filed by T1 Energy Inc.

    8/15/25 4:05:38 PM ET
    $TE
    Industrial Machinery/Components
    Miscellaneous
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    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 3)


    T1 Energy Inc.

    (Name of Issuer)


    Common Stock, par value $0.01 per share

    (Title of Class of Securities)


    35834F104

    (CUSIP Number)


    Todd J. Kantor
    Encompass Capital Advisors LLC, 200 Park Avenue, 16th Floor
    New York, NY, 10166
    646-351-8450

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    08/13/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    35834F104


    1 Name of reporting person

    Encompass Capital Advisors LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    13,818,733.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    13,818,733.00
    11Aggregate amount beneficially owned by each reporting person

    13,818,733.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    8.8 %
    14Type of Reporting Person (See Instructions)

    IA, OO

    Comment for Type of Reporting Person:
    Includes (a) 13,463,268 shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), and (b) 355,465 warrants, which are exercisable into shares of Common Stock.


    SCHEDULE 13D

    CUSIP No.
    35834F104


    1 Name of reporting person

    Encompass Capital Partners LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    OO
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    9,599,716.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    9,599,716.00
    11Aggregate amount beneficially owned by each reporting person

    9,599,716.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    6.1 %
    14Type of Reporting Person (See Instructions)

    OO

    Comment for Type of Reporting Person:
    Includes (a) 9,247,785 shares of Common Stock and (b) 351,931 warrants, which are exercisable into shares of Common Stock.


    SCHEDULE 13D

    CUSIP No.
    35834F104


    1 Name of reporting person

    Kantor Todd J.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    AF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    13,818,733.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    13,818,733.00
    11Aggregate amount beneficially owned by each reporting person

    13,818,733.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    8.8 %
    14Type of Reporting Person (See Instructions)

    IN, HC

    Comment for Type of Reporting Person:
    Includes (a) 13,463,268 shares of Common Stock and (b) 355,465 warrants, which are exercisable into shares of Common Stock. Mr. Kantor is the managing member of each of Encompass Capital Advisors LLC and Encompass Capital Partners LLC. Mr. Kantor disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.


    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Stock, par value $0.01 per share
    (b)Name of Issuer:

    T1 Energy Inc.
    (c)Address of Issuer's Principal Executive Offices:

    1211 E 4TH ST., AUSTIN, TEXAS , 78702.
    Item 1 Comment:
    The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned ("Amendment No. 3"). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. On February 18, 2025, the Issuer changed its name from FREYR Battery, Inc. toT1 EnergyInc.
    Item 4.Purpose of Transaction
     
    Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: On August 13, 2025, the parties thereto entered into that certain Amendment No. 3 to the Purchase Agreement (the "Third Amendment"). Capitalized terms used in this Item 4 but not otherwise defined herein have the meanings given to them in the Purchase Agreement. The parties entered into the Third Amendment in order to amend and restate in entirety, among other things: (i) the definition of "Second Tranche Closing Date" to reflect that the date of issuance of the Second Tranche shall be 10 Business Days following the date the Issuer notifies the Purchasers of its decision to exercise the Second Tranche Option; (ii) the definition of "Conversion Price" with respect to the Second Tranche to reflect various Conversion Prices with respect to the First and Second Tranches; (iii) the inclusion of definitions of "Trading Day", "Trading Market", "Principal Trading Market", "Trading Market" and "10-Day VWAP"; (iv) the inclusion of a condition precedent to the consummation of the Second Tranche which relates to the Issuer's financial statements that also replaces an existing condition precedent related to the Issuer's final investment decision with regard to the facility to be developed by Trina Solar US Manufacturing Cell 1, LLC; (v) the inclusion of a covenant that if the Issuer has issued any shares of preferred stock with a Lower Conversion Price (as defined in the Third Amendment), the Issuer shall make such amendment as is necessary to the terms of the Second Tranche so that the conversion price applicable to the Second Tranche is no higher than the Lower Conversion Price (with such Lower Conversion Price to be no lower than $1.05 in any event); and (vi) the issuance of warrants of the Issuer to the Purchasers which are exercisable for 3,500,000 shares of the Issuer's Common Stock at a purchase price of $0.01 per share upon certain conditions, including if the Second Tranche Closing does not occur by December 31, 2026. The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by the full text of the Third Amendment, which is incorporated herein by reference to Exhibit 99.2 to this Schedule 13D.
    Item 5.Interest in Securities of the Issuer
    (a)
    Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by the Reporting Persons is based upon (a) 155,938,092 shares of Common Stock outstanding, which is the total number of Shares outstanding as of May 14, 2025, as reported in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on May 15, 2025 and (b) shares of Common Stock issuable upon the exercise of warrants held by the respective Reporting Persons. The ownership of each Reporting Person in this Item 5 includes the Shares issuable upon the exercise of warrants that are exercisable within 60 days. Each Reporting Person may be deemed to be a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and, accordingly, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. However, each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. A. ECA Amount beneficially owned: 13,818,733 Shares Percentage: Approximately 8.8% B. ECP Amount beneficially owned: 9,599,716 Shares Percentage: Approximately 6.1% C. Mr. Kantor Amount beneficially owned: 13,818,733 Shares Percentage: Approximately 8.8%
    Item 7.Material to be Filed as Exhibits.
     
    Item 7 is hereby amended and supplemented by the addition of the following: 99.2 - Amendment No. 3 to the Preferred Stock Purchase Agreement, dated as of August 13, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by T1 Energy Inc. on August 14, 2025)

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    Encompass Capital Advisors LLC
     
    Signature:/s/ Todd J. Kantor
    Name/Title:Todd J. Kantor, Managing Member
    Date:08/15/2025
     
    Encompass Capital Partners LLC
     
    Signature:/s/ Todd J. Kantor
    Name/Title:Todd J. Kantor, Managing Member
    Date:08/15/2025
     
    Kantor Todd J.
     
    Signature:/s/ Todd J. Kantor
    Name/Title:Todd J. Kantor
    Date:08/15/2025
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