Amendment: SEC Form SCHEDULE 13D/A filed by T1 Energy Inc.
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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. 4)
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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) |
10/23/2025 (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.
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
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| CUSIP No. | 35834F104 |
| 1 |
Name of reporting person
Encompass Capital Advisors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC 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)
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| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
44,720,694.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type 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"), (b) 355,465 warrants, which are exercisable into shares of Common Stock and (c) 30,901,961 shares of Common Stock issuable upon conversion of the Issuer's Convertible Series A Preferred Stock, subject to a beneficial ownership limitation of 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Convertible Series A Preferred Stock (the "19.99% Blocker").
Conversion of the Convertible Series A Preferred Stock is subject to the 19.99% Blocker and the aggregate amount set forth on row (11) gives effect to the 19.99% Blocker.
SCHEDULE 13D
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| CUSIP No. | 35834F104 |
| 1 |
Name of reporting person
Encompass Capital Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
35,890,919.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.50 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Includes (a) 9,247,785 shares of Common Stock, (b) 351,931 warrants, which are exercisable into shares of Common Stock, and (c) 26,291,203 shares of Common Stock issuable upon conversion of the Issuer's Convertible Series A Preferred Stock, subject to the 19.99% Blocker.
SCHEDULE 13D
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| CUSIP No. | 35834F104 |
| 1 |
Name of reporting person
Kantor Todd J. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC 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)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
44,720,694.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
19.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Includes (a) 13,463,268 shares of Common Stock, (b) 355,465 warrants, which are exercisable into shares of Common Stock and (c) 30,901,961 shares of Common Stock issuable upon conversion of the Issuer's Convertible Series A Preferred Stock, subject to the 19.99% Blocker. 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.
Conversion of the Convertible Series A Preferred Stock is subject to the 19.99% Blocker and the aggregate amount set forth on row (11) gives effect to the 19.99% Blocker.
SCHEDULE 13D
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| 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. 4 to the Schedule 13D filed by the undersigned ("Amendment No. 4"). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. | ||
| 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) 190,855,046 shares of Common Stock outstanding, which is the total number of Shares outstanding as of October 24, 2025, as reported in the Issuer's Prospectus Supplement to the Registration Statement on Form S-3 (Registration No. 333-290198) filed with the Securities and Exchange Commission on October 24, 2025 and (b) shares of Common Stock issuable upon the exercise of warrants and conversion of Preferred Shares 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 and conversion of Preferred Shares that are exercisable or convertible, as applicable, 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: 44,720,694 Shares
Percentage: Approximately 19.99%
B. ECP
Amount beneficially owned: 35,890,919 Shares
Percentage: Approximately 16.50%
C. Mr. Kantor
Amount beneficially owned: 44,720,694 Shares
Percentage: Approximately 19.99% | |
| 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.
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