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. 2)
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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) |
W. Richard Anderson 251 Little Falls Drive, Wilmington, DE, 19808 1 (302) 421-6100 Skadden, Arps, Slate Meagher & Flom (UK) LLP, 22 Bishopsgate London, X0, EC2N 4BQ 44 20 7519 7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/10/2025 (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
Alussa Energy Sponsor 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: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,151,357.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Row (13): Based on 277,537,318 shares of Common Stock (the "Common Stock") of T1 Energy Inc. (the "Issuer"), consisting of (i) 270,572,801 shares of Common Stock outstanding as of January 22, 2026, and (ii) 6,964,517 shares of Common Stock issuable upon the exercise of the warrants (the "Warrants") beneficially owned by Alussa Energy Sponsor LLC (the "Sponsor").
Rows (7), (9) and (11): The aggregate number of shares of Common Stock of the Issuer, that may be deemed beneficially owned by the Sponsor, is comprised of the following: (i) 4,186,840 shares of Common Stock, and (ii) 6,964,517 shares of Common Stock issuable upon the exercise of Warrants.
SCHEDULE 13D
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| CUSIP No. | 35834F104 |
| 1 |
Name of reporting person
William Richard Anderson | ||||||||
| 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
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
11,718,357.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row (13): Based on 278,104,318 shares of Common Stock of the Issuer consisting of (i) 270,572,801 shares of Common Stock outstanding as of January 22, 2026, (ii) 6,964,517 shares of Common Stock issuable upon the exercise of the Warrants that Mr. Anderson may be deemed to beneficially own by virtue of being the managing member of the Sponsor, (iii) 50,000 shares of Common Stock underlying restricted stock units that vested immediately upon grant directly held by Mr. Anderson and (iv) 517,000 shares of Common Stock issuable upon the exercise of the Warrants directly held by Mr. Anderson.
Rows (7), (9) and (11): The aggregate number of shares of Common Stock of the Issuer, that may be deemed beneficially owned by William Richard Anderson is comprised of the following: (i) 4,186,840 shares of Common Stock held by the Sponsor, (ii) 6,964,517 shares of Common Stock issuable upon the exercise of Warrants held by the Sponsor, (iii) 50,000 shares of Common Stock underlying restricted stock units that vested immediately upon grant directly held by Mr. Anderson and (iv) 517,000 shares of Common Stock issuable upon the exercise of Warrants directly held by Mr. Anderson.
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:
This Amendment No. 2 (this "Amendment No. 2") supplements and amends the Schedule 13D filed on July 19, 2021 (collectively, the "Schedule 13D"), by certain of the Reporting Persons (as defined below), relating to the shares of Common Stock (the "Shares") of T1 Energy Inc., a Delaware corporation (f/k/a FREYR Battery, a corporation in the form of a public limited liability company (societe anonyme) incorporated under the laws of Luxembourg), with registered office at 1211 E 4th St., Austin, Texas 78702 (the "Issuer"). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2 is hereby amended and restated in its entirety with the following:
This Schedule 13D is being filed jointly by the following persons (each, a "Reporting Person" and, collectively, the "Reporting Persons"):
(i) Alussa Energy Sponsor LLC, a Delaware limited liability company (the "Sponsor"); and
(ii) William Richard Anderson, a citizen of the United States of America. | |
| (b) | The Sponsor has its registered office at 251 Little Falls Drive, Wilmington, Delaware 19808.
William Richard Anderson's business address is P.O. Box 2779, Trinity, Texas 75862. | |
| (c) | The principal business of the Sponsor is to function as the sponsor of Alussa Energy Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses ("Alussa"). Current information concerning the identity and background of the directors and officers of the Sponsor is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2.
Mr. Anderson was approved as the successor managing member of the Sponsor effective as of July 27, 2022. Additional information about Mr. Anderson is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. | |
| (d) | During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, no other person identified in response to this Item 2, including those persons identified in Annex A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, no other person identified in response to this Item 2, including those persons identified in Annex A, has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. | |
| (f) | The Sponsor is a Delaware limited liability company. William Richard Anderson is a citizen of the United States of America. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented with the following:
On September 5, 2025, as part of the partial conversion of its $80.0 million seven percent (7%) unsecured convertible note due in five (5) years (the "Convertible Note Instrument"), the Company issued 12,521,653 Shares underlying the Convertible Note Instrument to Trina Solar (Schweiz) AG, an entity organized under the laws of Switzerland ("Trina"). Following the approval of the Company's stockholders on December 3, 2025, the remaining balance of the Convertible Note Instrument converted into 17,918,460 Shares (the "Second Conversion Shares") and such shares were issued to Trina on December 10, 2025.
After giving effect to the issuance of the Second Conversion Shares described herein, as of December 10, 2025, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety as follows:
Items 7-11 of the cover pages of this Schedule 13D are incorporated herein by reference.
Beneficial ownership of the Shares is being reported hereunder solely because the Reporting Persons may be deemed to have beneficial ownership of such shares as a result of certain provisions contained in the Transaction Agreements described in this Schedule 13D.
The Reporting Persons disclaim beneficial ownership of the securities reported herein, and neither the filing of this Schedule 13D nor any of its content shall be construed as an admission of such beneficial ownership. Membership in any group is also hereby expressly disclaimed.
As of the date hereof, the Sponsor may be deemed to be the beneficial owner of 11,151,357 Shares of the Issuer, representing approximately 4.0% of the issued and outstanding Shares of the Issuer.
As of the date hereof, Mr. Anderson may be deemed to be the beneficial owner of 11,718,357 Shares of the Issuer (including the 11,151,357 Shares held by the Sponsor), representing approximately 4.2% of the issued and outstanding Shares of the Issuer. Mr. Anderson disclaims beneficial ownership of the Shares held by the Sponsor, except to the extent of his pecuniary interest therein.
Except as set forth in this Item 5, to the knowledge of the Reporting Persons, none of the persons named in Annex A beneficially owns any shares in the Issuer. | |
| (b) | Item 5(b) is hereby amended and restated in its entirety as follows:
Items 7-11 of the cover pages of this Schedule 13D are incorporated herein by reference.
As of the date hereof, the Sponsor may be deemed to have the sole power to vote or direct the vote, and sole power to dispose or direct the disposition of, 11,151,357 Shares of the Issuer, representing approximately 4.0% of the issued and outstanding Shares of the Issuer.
As of the date hereof, Mr. Anderson may be deemed to have the sole power to vote or direct the vote, and sole power to dispose or direct the disposition of, 11,718,357 Shares of the Issuer (including the 11,151,357 Shares held by the Sponsor), representing approximately 4.2% of the issued and outstanding Shares of the Issuer. | |
| (c) | Item 5(c) is hereby amended and restated in its entirety as follows: Except as described in this Schedule 13D, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected during the past 60 days by the Reporting Persons or any person named in Annex A. | |
| (d) | Item 5(d) is hereby amended and restated in its entirety as follows: Neither the Reporting Persons and, to the best knowledge of the Reporting Persons, no person other than the applicable investors of the Issuer described in this Schedule 13D, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein. | |
| (e) | Item 5(e) is hereby amended and restated in its entirety as follows: After giving effect to the issuance of the Second Conversion Shares described herein, as of December 10, 2025, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares. This Amendment represents a final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | |
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit No. Description
Exhibit 99.8 Transaction Agreement by and among FREYR Battery, Inc. and Trina Solar (Schweiz) AG, dated as of November 6, 2024 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by T1 Energy Inc. (f/k/a FREYR Battery, Inc.) with the U.S. Securities and Exchange Commission on November 6, 2024)
Exhibit 99.9 Form of Convertible Note Instrument (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by T1 Energy Inc. (f/k/a FREYR Battery, Inc.) with the U.S. Securities and Exchange Commission on November 6, 2024)
Exhibit 99.10 Joint Filing Agreement, dated February 26, 2026, by and between the Reporting Persons | ||
| 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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