t1-20250331

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2025


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

For the transition period from ________ to _________

Commission File Number: 333-274434

T1 Energy Inc.

(Exact name of Registrant as specified in its charter)


Delaware						93-3205861
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification Number)

1211 E 4th St.

Austin, Texas 78702

(409) 599-5706

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

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

The New York Stock Exchange

Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50

TE WS

The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 12, 2025, 155,938,092 shares of the registrant’s common stock were outstanding.

TABLE OF CONTENTS


			PAGE
Part I - Financial Information			1
	Item 1.	Financial Statements	1
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
	Item 3.	Qua n t itative and Qua l itative Disclosures About Market Risk	18
	Item 4.	Controls and Procedures	18
Part II - Other Information			19
	Item 1.	Legal Proceedings	19
	Item 1A.	Risk Factors	19
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
	Item 3.	Defaults Upon Senior Securities	21
	Item 4.	Mine Safety Disclosures	21
	Item 5.	Other Information	21
	Item 6.	Exhibits	22
Signatures			23

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements in this Quarterly Report on Form 10-Q (this “Report”) and in documents incorporated herein by reference. All statements, other than statements of present or historical fact included in or incorporated by reference in this Report, regarding T1 Energy Inc.’s future financial performance, as well as our strategy, future liquidity requirements, financial position, long-term operating plan, estimated revenues and losses, projected costs, expected cash spending, planned capital expenditures, prospects, plans, estimates and objectives of management are forward-looking statements. When used in this Report, the words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “will”, “would”, the negative of such terms, and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions, and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to our business.

These forward-looking statements are based on information available as of the date of this Report, and current expectations, forecasts, and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Report and in any document incorporated herein by reference should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the U.S. 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, the Risk Factors included in this Quarterly Report on Form 10-Q, and in our other filings with the SEC. We do not assume any obligation to update any forward-looking statements.

In February 2025, we changed our corporate name from FREYR Battery, Inc. to T1 Energy Inc. We will not distinguish between our prior and current corporate name and will refer to our current corporate name throughout this Quarterly Report on Form 10-Q. As such, unless expressly indicated or the context requires otherwise, the terms “T1,” “Company,” “we,” “us,” and “our” in this document refer to T1 Energy Inc., a Delaware corporation, and, where appropriate, its subsidiaries.

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 located at https://ir.t1energy.com/overview/default.aspx. T1 also intends to use certain social media channels, including, but not limited to, our X account (https://x.com/T1_Energy), our LinkedIn account (https://www.linkedin.com/company/t1energy), as well as Daniel Barcelo’s X account (https://x.com/danielbarcelo), LinkedIn account (https://www.linkedin.com/in/daniel-barcelo) and Instagram account (https://www.instagram.com/danbarcelo/), as means of communicating with the public and investors about T1, its progress, products and other matters. While not all the information that T1 posts to its 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 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 other social media channels shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

T1 ENERGY INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

(Unaudited)


	March 31, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	48,881	$	72,641
Restricted cash	2,210		4,004
Accounts receivable trade, net - related parties	18,005		—
Government grants receivable, net	14,080		687
Inventory	333,032		274,549
Advances to suppliers	164,248		164,811

Other current assets	7,908		1,569
Current assets of discontinued operations	38,312		64,909
Total current assets	626,676		583,170
Property and equipment, net	310,246		285,187
Goodwill	74,527		74,527
Intangible assets, net	270,686		281,881


Right-of-use asset under operating leases	149,570		111,081


Total assets	$	1,431,705	$	1,335,846
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	108,532	$	61,708
Accrued liabilities and other	76,845		91,346

Deferred revenue	61,525		48,155
Derivative liabilities	1,556		14,905
Current portion of long-term debt	56,492		42,867
Current portion of long-term debt - related party	59,000		51,500
Payables to related parties	88,947		52,534

Current liabilities of discontinued operations	40,204		51,009
Total current liabilities	493,101		414,024

Long-term deferred revenue	30,000		32,000
Convertible note - related party	82,083		80,698
Operating lease liability	139,921		101,787
Long-term debt	170,753		188,316
Long-term debt - related party	234,829		238,896
Deferred tax liability	20,232		21,227
Other long-term liabilities	9,581		21,761

Total liabilities	1,180,500		1,098,709
Commitments and contingencies
Redeemable preferred stock
Convertible series A preferred stock, $0.01 par value, 5,000 issued and outstanding as of both March 31, 2025 and December 31, 2024 (includes accrued dividends and accretion of $978 and $87 as of March 31, 2025 and December 31, 2024, respectively)	49,266		48,375
Stockholders’ equity:
Common stock, $0.01 par value, 155,938 issued and outstanding as of March 31, 2025 and 155,928 issued and outstanding as of December 31, 2024	1,559		1,559

Additional paid-in capital	974,767		971,416

Accumulated other comprehensive loss	(32,910)		(58,975)
Accumulated deficit	(741,477)		(725,238)


Total equity	201,939		188,762
Total liabilities, redeemable preferred stock, and equity	$	1,431,705	$	1,335,846

See accompanying Notes to Condensed Consolidated Financial Statements.

T1 ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share amounts)

(Unaudited)


	Three months ended March 31,
	2025		2024
Net sales - related parties	$	64,647	$	—
Cost of sales	35,671		—
Gross profit	28,976		—

Selling, general and administrative	52,587		15,004




Loss from continuing operations	(23,611)		(15,004)
Other income (expense):
Warrant liability fair value adjustment	1,567		146


Derivative liabilities fair value adjustment	25,229		—
Interest (expense) income, net	(9,853)		1,405

Foreign currency transaction (loss) gain	(14)		554
Other income, net	34		1,594
Total other income	16,963		3,699
Loss from continuing operations before income taxes	(6,648)		(11,305)
Income tax benefit	2,513		—
Net loss from continuing operations	(4,135)		(11,305)
Net loss from discontinued operations, net of tax	(12,104)		(17,385)
Net loss	(16,239)		(28,690)
Net loss attributable to non-controlling interests	—		147
Preferred dividends and accretion	(891)		—
Net loss attributable to common stockholders	$	(17,130)	$	(28,543)


Weighted average shares of common stock outstanding - basic and diluted	155,933		139,705



Net loss per share from continuing operations - basic and diluted	$	(0.03)	$	(0.08)
Net loss per share from discontinued operations - basic and diluted	$	(0.08)	$	(0.12)
Net loss per share attributable to common stockholders - basic and diluted	$	(0.11)	$	(0.20)


Other comprehensive income (loss):
Net loss	$	(16,239)	$	(28,690)
Foreign currency translation adjustments	26,065		(26,044)
Total comprehensive income (loss)	9,826		(54,734)
Comprehensive loss attributable to non-controlling interests	—		147
Preferred dividends and accretion	(891)		—
Comprehensive income (loss) attributable to common stockholders	$	8,935	$	(54,587)

See accompanying Notes to Condensed Consolidated Financial Statements.

T1 ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Stockholders’ Equity
	Shares			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Non-controlling interests		Total Equity

	Number	Amount
Balance as of January 1, 2024	139,705	$	1,397	$	925,623	$	(18,826)	$	(274,999)	$	1,521	$	634,716
Share-based compensation expense	—	—		3,670		—		—		—		3,670
Net loss	—	—		—		—		(28,543)		(147)		(28,690)
Reclassification of warrants from liability classified to equity classified	—	—		10		—		—		—		10
Other comprehensive loss	—	—		—		(26,044)		—		—		(26,044)
Balance as of March 31, 2024	139,705	$	1,397	$	929,303	$	(44,870)	$	(303,542)	$	1,374	$	583,662


	Stockholders’ Equity
	Shares			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Non-controlling interests		Total Equity

	Number	Amount
Balance as of January 1, 2025	155,928	$	1,559	$	971,416	$	(58,975)	$	(725,238)	$	—	$	188,762
Share-based compensation expense	—	—		4,242		—		—		—		4,242
Net loss	—	—		—		—		(16,239)		—		(16,239)
Exercise of stock options	10	—		—		—		—		—		—

Preferred dividends and accretion	—	—		(891)		—		—		—		(891)
Other comprehensive income	—	—		—		26,065		—		—		26,065
Balance as of March 31, 2025	155,938	$	1,559	$	974,767	$	(32,910)	$	(741,477)	$	—	$	201,939

See accompanying Notes to Condensed Consolidated Financial Statements.

T1 ENERGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three months ended March 31,
	2025		2024
Cash flows from operating activities:
Net loss	$	(16,239)	$	(28,690)
Adjustments to reconcile net loss to cash used in operating activities:
Share-based compensation expense	3,939		3,551
Depreciation and amortization	14,678		2,211


Change in fair value of derivative liabilities	(25,229)		—
Gain on sale of property and equipment	(5,675)		—
Accretion of discount on long-term debt	4,640		—
Reduction in the carrying amount of right-of-use assets	1,689		277
Warrant liability fair value adjustment	(1,567)		(146)


Deferred income taxes	(995)		—
Share of net loss of equity method investee	425		156

Foreign currency transaction net unrealized gain	251		(1,359)
Other	1,311		—
Changes in assets and liabilities:
Inventory	(58,483)		—
Advances to suppliers and other current assets	(358)		2,852

Trade accounts receivable	(18,005)		—
Government grants receivable	(13,393)		—
Accounts payable, accrued liabilities and other	56,827		4,930


Deferred revenue	11,370		—

Net cash used in operating activities	(44,814)		(16,218)
Cash flows from investing activities:
Proceeds from the return of property and equipment deposits	1,202		19,021

Purchases of property and equipment	(29,141)		(21,455)
Proceeds from the sale of property and equipment	50,000		—


Net cash provided by (used in) investing activities	22,061		(2,434)
Cash flows from financing activities:



Debt fees paid	(3,760)		—


Net cash used in financing activities	(3,760)		—
Effect of changes in foreign exchange rates on cash, cash equivalents, and restricted cash	959		(4,324)
Net decrease in cash, cash equivalents, and restricted cash	(25,554)		(22,976)
Cash, cash equivalents, and restricted cash at beginning of period	76,645		275,742
Cash, cash equivalents, and restricted cash at end of period	$	51,091	$	252,766
Supplementary disclosure for non-cash activities:
Accrued purchases of property and equipment	$	21,255	$	9,981

Reconciliation to condensed consolidated balance sheets:
Cash and cash equivalents	$	48,881	$	249,855
Restricted cash	2,210		2,911
Cash, cash equivalents, and restricted cash	$	51,091	$	252,766

See accompanying Notes to Condensed Consolidated Financial Statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of the Business

T1 Energy Inc., a Delaware corporation (“T1,” the “Company”, “we”, or “us”), is an energy solutions provider building an integrated U.S. supply chain for solar and batteries. We manufacture and sell photovoltaic (“PV”) solar modules in the United States for our U.S. customers.

Basis of Presentation

The unaudited condensed consolidated interim financial statements have been prepared in conformity with the accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission (“SEC”) Regulation S-X. Accordingly, these financial statements do not include all of the information required by U.S. GAAP for complete consolidated financial statements.

The unaudited condensed consolidated interim financial statements have been prepared on the same basis as the audited annual consolidated financial statements for the year ended December 31, 2024 and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments necessary for the fair presentation of the Company’s condensed consolidated financial statements for the periods presented. The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the full year ending December 31, 2025. The condensed consolidated balance sheet as of December 31, 2024, was derived from the audited consolidated financial statements as of December 31, 2024. However, these condensed consolidated interim financial statements do not contain all of the footnote disclosures from the annual consolidated financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with 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.

The condensed consolidated financial statements include the accounts of T1, its wholly owned subsidiaries, majority-owned subsidiaries, and variable interest entities (“VIE”) of which we are the primary beneficiary. All intercompany accounts and transactions have been eliminated. Certain prior period balances and amounts have been reclassified to conform with the current period’s presentation.

Use of Estimates

The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Estimates and assumptions include, but are not limited to, estimates related to the fair value less costs to sell for assets held for sale, impairment of long-lived assets, derivative liability, the valuation of warrant liability, anti-dilution right and share-based compensation. We base these estimates on historical experiences and on various other assumptions that we believe are reasonable under the circumstances, however, actual results may differ materially from these estimates.

Risks and Uncertainties

We are subject to those risks common to our business and industry and also those risks common to early stage development companies. These risks include those disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with 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.

These consolidated financial statements have been prepared by management in accordance with U.S. GAAP and this basis assumes that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of the date of this Report, our existing cash resources, which were primarily provided as a result of the business combination with Alussa Energy Acquisition Corporation in 2021 (the “Alussa Business Combination”) and issuance of equity securities, are sufficient to support our planned operations for at least the next 12 months from the date of issuance of these financial statements. Therefore, our financial statements have been prepared on the basis that we will continue as a going concern.

Restricted Cash

Certain cash balances are restricted as to withdrawal or use. Restricted cash includes funds held in a restricted account for the payment of upfront rental lease deposits and government income tax withholdings.

Deferred Revenue

During the three months ended March 31, 2025, we recognized revenue of $31.8 million that was included in deferred revenue at the beginning of the period.

Future Adoption of New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of disaggregated information about specific categories underlying certain income statement expense line items in the footnotes to the financial statements for both annual and interim periods. This ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of the adoption of this standard.

In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU establishes new income tax disclosure requirements in addition to modifying and eliminating certain existing requirements. The ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. Upon adoption, the ASU can be applied prospectively or retrospectively. Adoption of this guidance will result in required additional disclosures being included in our consolidated financial statements.

2. INVENTORY

Inventory consisted of the following (in thousands):


	March 31, 2025		December 31, 2024

Raw materials	$	213,736	$	253,409
Spare parts	19,980		—

Finished goods	99,316		21,140
Total	$	333,032	$	274,549

3. PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS, NET

Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):


	March 31, 2025		December 31, 2024


Leasehold improvements	$	192,079	$	—
Machinery and equipment	115,790		—
Office equipment	6,816		2,634
Construction in progress	750		284,136
	315,435		286,770
Less: Accumulated depreciation	(5,188)		(1,583)
Total	$	310,246	$	285,187

Depreciation expense was $3.5 million and $0.2 million for the three months ended March 31, 2025 and 2024, respectively.

Intangible Assets, net

In connection with the Trina Business Combination, we recognized intangible assets related to customer contracts. An estimated useful life of 5 years was determined based on contractual terms of the offtake agreements.

Intangible assets, net consisted of the following (in thousands):


	As of March 31, 2025						As of December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer contracts	$	283,000	$	(12,314)	$	270,686	$	283,000	$	(1,119)	$	281,881

Amortization expense was $11.2 million and zero for the three months ended March 31, 2025 and 2024, respectively.

Future annual amortization expense is estimated to be as follows (in thousands):



Remainder of 2025	$	42,636
2026	56,600
2027	56,600
2028	56,600
2029	55,481
Thereafter	2,769
Total	$	270,686

4. ACCRUED LIABILITIES AND OTHER

Accrued liabilities and other consisted of the following (in thousands):


	March 31, 2025		December 31, 2024

Accrued purchases	$	55,960	$	65,146
Accrued payroll and payroll related expenses	6,324		12,378
Operating lease liabilities	11,101		9,314
Other current liabilities	3,460		4,508
Total	$	76,845	$	91,346

5. DEBT

Our debt arrangements consisted of the following (in thousands):


Loan Agreement	March 31, 2025		December 31, 2024
Trina Solar AG Note	$	150,000	$	150,000
Trina Solar (U.S.), Inc. Production Reserve Fee	220,000		220,000
Senior Secured Credit Facility	235,000		235,000
Convertible note - related party	80,000		80,000
Total debt principal	685,000		685,000
Less: unamortized discount	(81,843)		(82,723)
Total debt	603,157		602,277
Less: current portion	115,492		94,367
Noncurrent portion	$	487,665	$	507,910

Trina Solar AG Note

In connection with the Trina Business Combination, we entered into a credit agreement with Trina Solar (Schweiz) AG, a related party. The principal on the note is payable in quarterly installments of $7.5 million commencing on December 31, 2025 and concluding on the December 23, 2029 maturity date with the repayment of the final $30.0 million. The note bears interest at a rate per annum equal to 1.0%.

Trina Solar (U.S.), Inc. Production Reserve Fee

In connection with the Trina Business Combination, we assumed a debt obligation with Trina Solar (U.S.), Inc., a related party. The principal on the debt is payable in annual installments of $44.0 million commencing on the first anniversary of the business combination date. Provided that the Company makes all scheduled installment payments, the debt will bear no interest. However, if the Company fails to make an installment payment, both parties shall negotiate a revised payment schedule in good faith, and any unpaid installment balance will accrue interest at a rate of 6.0% per annum.

Senior Secured Credit Facility

In connection with the Trina Business Combination, we assumed a credit agreement with a consortium of banks, with HSBC Bank USA, N.A. serving as the administrative agent (the “Credit Agreement”). This Credit Agreement provides for $235.0 million in borrowings through a senior secured construction-to-term loan facility. The Facility is dedicated to financing the development, construction, and operation of our five gigawatt solar module manufacturing project in Wilmer, Texas, as well as funding related fees and expenses. The Credit Agreement matures on December 31, 2029.

Borrowings under the Credit Agreement are secured by substantially all of our project-related assets. Interest on amounts drawn accrues at our option of either (i) a base rate (as defined in the Credit Agreement) plus a margin of 3.5% or (ii) the Secured Overnight Financing Rate (“SOFR”) plus a margin of 2.5%. We may prepay the outstanding amounts or reduce the commitment in whole or in part at any time, subject to certain customary conditions. The Credit Agreement requires us to comply with specified financial and non-financial covenants, including the maintenance of certain leverage ratios, a debt service ratio and a facility commissioning deadline. We were in compliance with the financial and non-financial covenants in the Credit Agreement as of March 31, 2025.

Following the substantial completion of the Wilmer facility and satisfaction of other conditions precedent, the Credit Agreement was converted from a construction loan to a term loan on April 30, 2025. In connection with the conversion, we amended the Credit Agreement to reduce the balance required for our debt service reserve account for the initial period starting on April 30, 2025 and ending on June 30, 2025. As a result, we transferred $22.3 million into a restricted cash account to fund the scheduled principal installment and interest payable on June 30, 2025.

Convertible note - related party

In connection with the Trina Business Combination, we issued an $80.0 million convertible note due in five years to Trina Solar (Schweiz) AG, a related party. The note will convert into our common stock in two stages: (i) into 12.5 million shares of common stock, subject to certain adjustments, within five business days of obtaining approval from the Committee on Foreign Investment in the United States (“CFIUS”) on the Trina Business Combination and (ii) into 17.9 million shares of common stock, subject to certain adjustments, within five business days of securing required stockholder approval. If these conditions are not met, the convertible note may be replaced with a new unsecured senior note on similar terms. The convertible note bears interest at 7% per annum, escalating by an additional 3% every 60 days if conversion does not occur within specified deadlines. As of March 31, 2025, $82.1 million was outstanding on the convertible note.

Interest Rates

As of March 31, 2025, our debt borrowing rates were as follows:


Loan Agreement	Interest Rate	Effective Interest Rate
Trina Solar AG Note	1.0%	6.0%
Trina Solar (U.S.), Inc. Production Reserve	—%	4.9%
Senior Secured Credit Facility	SOFR plus 2.5%	7.5%
Convertible note - related party	7.0%	6.9%

Schedule of Principal Maturities of Debt

The aggregate maturities of long-term debt as of March 31, 2025 were as follows (in thousands):



Remainder of 2025	$	98,367
2026	136,357
2027	141,578
2028	140,951
2029	167,747
Thereafter	—
Total	$	685,000

6. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, we may be subject to legal and regulatory actions that arise in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and if such loss or a range of losses is estimable, often involves significant judgment, including estimates and assumptions about future events.

To the knowledge of our management, as of March 31, 2025 there is no material litigation, claims, or actions currently pending or threatened against us, any of our officers, or directors in their capacity as such, or against any of our property.

7. WARRANTS

Public and Private Warrants

As of March 31, 2025 and December 31, 2024, we had 24.6 million warrants outstanding (the “Warrants”), consisting of 14.7 million public warrants (the “Public Warrants”) and 9.9 million private warrants (the “Private Warrants”) as of March 31, 2025 and December 31, 2024. Each Warrant entitles the holder thereof to purchase one share of our common stock at a price of $11.50 per share, subject to adjustments. The Warrants will expire on July 9, 2026, or earlier upon redemption or liquidation.

We may call the Public Warrants for redemption once they become exercisable, in whole and not in part, at a price of $0.01 per Public Warrant, so long as we provide at least 30 days prior written notice of redemption to each Public Warrant holder, and if, and only if, the reported last sales price of our common stock equals or exceeds $18.00 per share for each of 20 trading days within the 30 trading-day period ending on the third trading day before the date on which we send the notice of redemption to the Public Warrant holders. We determined that the Public Warrants are equity classified as they are indexed to our common stock and qualify for classification within stockholders’ equity. As such, the Public Warrants are presented as part of additional paid-in capital on the condensed consolidated balance sheets.

The Private Warrants are identical to the Public Warrants, except that so long as they are held by a certain holder or any of its permitted transferees, the Private Warrants: (i) may be exercised for cash or on a cashless basis and (ii) shall not be redeemable by us. We determined that the Private Warrants are not considered indexed to our common stock as the holder of the Private Warrants impacts the settlement amount and thus, they are liability classified. The Private Warrants are presented as other long-term liabilities on the condensed consolidated balance sheets.

If Private Warrants are sold or transferred to another party that is not the specified holder or any of its permitted transferees, the Private Warrants become Public Warrants and qualify for classification within stockholders’ equity at the fair value on the date of the transfer. See also Note 9 – Fair Value Measurement.

8. REDEEMABLE PREFERRED STOCK, ANTI-DILUTION RIGHT, AND SHARE PURCHASE AGREEMENT

Redeemable Preferred Stock

As of March 31, 2025, 5.0 million shares of non-voting Convertible Series A Preferred Stock (“Preferred Stock”) are issued and outstanding. Each share of Preferred Stock has a stated value of $10.00, for an aggregate value of $50.0 million.

The Preferred Stock was issued to certain funds and accounts managed by Encompass Capital Advisors LLC, a related party, and has a term of 3 years from December 23, 2024. If not converted by the holder, we are required to redeem the Preferred Stock at maturity at par value plus any accrued and unpaid dividends. The Preferred Stock will rank senior to the Common Stock but junior to all debt obligations of the Company and will have a liquidation preference equal to $10.00 per share of Preferred Stock plus accrued but unpaid dividends. The Preferred Stock carries 6% cash dividends, accruing on the funding of the first tranche and payable in arrears (i) on the dividend date 18 months after the first tranche funding and (ii) every six months after such dividend payment date. For the three months ended March 31, 2025, we recognized $0.8 million of accumulated and unpaid dividends.

At our sole discretion upon proceeding to a final investment decision on a solar cell manufacturing facility, we may issue an additional second tranche of 5.0 million shares of Series A Preferred Stock to the holders in exchange for $50.0 million (“Tranche Right”).

The Preferred Stock has a conversion price of $2.50 per share of Common Stock, however if we elect not to utilize the Tranche Right on the date that the Company proceeds with its final investment decision with respect to a solar cell manufacturing facility, the conversion price is reduced to $1.79 per share of Common Stock. The conversion rights are held by the holder of the Preferred Stock.

Anti-dilution Right

In connection with the Trina Business Combination, we provided Trina Solar (Schweiz) AG the right (“Anti-dilution Right”), but not the obligation, to acquire a number of shares of our common stock so that Trina Solar (Schweiz) AG’s proportionate ownership of our common stock after the conversion of the Preferred Stock will be the same as before the conversion at a price equal to $2.50 per share of our common stock or otherwise equal to the price for the conversion of Preferred Stock. We determined that the Anti-dilution Right was a freestanding financial instrument and classified it as an other long term liability on our condensed consolidated balance sheets, initially recorded at fair value. The Anti-dilution Right is subsequently revalued until anti-dilution shares are issued or expired, with changes in fair value for each reporting period recognized in derivative liabilities fair value adjustment.

Share Purchase Agreement

On November 6, 2024, the Company and an investor who is a significant shareholder of Trina Solar, entered into a share purchase agreement (“Share Purchase Agreement”) pursuant to which the investor subscribed to purchase a total of $14.8 million of common stock for $1.05 per share. The purchase and sale of the shares are conditioned upon, amongst other things, CFIUS approval of the transaction. In the event CFIUS approval does not occur, the Company will not be obligated to proceed with the transaction and the Company shall use its best efforts, within six months, to sell an equivalent number of shares of Common Stock in a private offering or public offering at such price per share as the Company shall determine in its absolute direction (the “Alternative Transaction Purchase Price”). If the Alternative Transaction Purchase Price (net of any commissions, fees and expenses) exceeds $1.05, the Company shall pay to the investor an amount equal to the excess multiplied by the number of shares sold (up to the number of shares proposed to be sold pursuant to this agreement). In the event that the Company has not been able to complete such sale of Common Stock by the end of such six month period, no payment shall be due from the Company to the investor. We recognized the Share Purchase Agreement as a derivative liability on our condensed consolidated balance sheets and initially recorded it at fair value. The Share Purchase Agreement is subsequently revalued until shares are issued or in the event of CFIUS turndown, a cash payment occurs with changes in fair value for each reporting period recognized in derivative liabilities fair value adjustment.

9. FAIR VALUE MEASUREMENT

Financial liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, consisted of the following (in thousands):


	March 31, 2025								December 31, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities:
Anti-dilution Right	$	—	$	—	$	6,574	$	6,574	$	—	$	—	$	18,454	$	18,454
Warrant Liability	$	—	$	—	$	1,739	$	1,739	$	—	$	—	$	3,306	$	3,306
Share Purchase Agreement	$	—	$	—	$	1,556	$	1,556	$	—	$	—	$	14,905	$	14,905

We measure our Anti-dilution Right, Share Purchase Agreement and warrant liabilities for Private Warrants at fair value based on significant inputs not observable in the market, which caused them to be classified as Level 3 measurements within the fair value hierarchy. The valuation uses assumptions and estimates that we believe a market participant would use when making the same valuation. Changes in the fair value of the Anti-dilution Right, Share Purchase Agreement and Private Warrants were recognized under other expenses, net in the condensed consolidated statements of operations and comprehensive loss.

As of March 31, 2025 and December 31, 2024, the carrying value of all other financial assets and liabilities approximated their respective fair values.

Anti-dilution Right

The Anti-dilution Right was valued using the Black-Scholes-Merton option pricing model. See Note 8 – Redeemable Preferred Stock, Anti-dilution Right, and Share Purchase Agreement above for further details. Our use of the Black-Scholes-Merton option pricing model for the Anti-dilution Right, required the use of subjective assumptions, including:

•The risk-free interest rate assumption was based on the U.S. Treasury Rates commensurate with the contractual terms of the Anti-dilution Right.

•The expected term was determined based on the expiration date of the Anti-dilution Right.

•The expected volatility assumption was based on the implied volatility from the Company’s stock price.

The fair value of the Anti-dilution Right was determined using this approach, an exercise price of $2.50, and a share price of $1.26 as of March 31, 2025 and $2.58 as of December 31, 2024. An increase in each of the risk-free interest rate, expected term, or expected volatility, in isolation, would increase the fair value measurement, and a decrease in each of these assumptions would decrease the fair value measurement of the Anti-dilution Right.

Share Purchase Agreement

The Share Purchase Agreement was valued using the Black-Scholes-Merton option pricing model. See Note 8 – Redeemable Preferred Stock, Anti-dilution Right, and Share Purchase Agreement above for further details. Our use of the Black-Scholes-Merton option pricing model for the Share Purchase Agreement, required the use of subjective assumptions, including:

•The risk-free interest rate assumption was based on the U.S. Treasury Rates commensurate with the contractual terms of the Share Purchase Agreement.

•The expected term was determined based on the expected transaction date of the Share Purchase Agreement.

•The expected volatility assumption was based on the implied volatility from the Company’s stock price.

The fair value of the Share Purchase Agreement was determined using this approach, an exercise price of $1.05, and a share price of $1.26 as of March 31, 2025 and $2.58 as of December 31, 2024. An increase in each of the risk-free interest rate, expected term, or expected volatility, in isolation, would increase the fair value measurement, and a decrease in each of these assumptions would decrease the fair value measurement of the Share Purchase Agreement.

Private Warrants

The Private Warrants were valued using the Black-Scholes-Merton option pricing model. See Note 7 – Warrants above for further details. Our use of the Black-Scholes-Merton option pricing model for the Private Warrants, required the use of subjective assumptions, including:

•The risk-free interest rate assumption was based on the U.S. Treasury Rates commensurate with the contractual terms of the Private Warrants.

•The expected term was determined based on the expiration date of the Private Warrants.

•The expected volatility assumption was based on the implied volatility from the publicly traded Public Warrants.

The fair value of the Private Warrants was determined using this approach, an exercise price of $11.50, and a share price of $1.26 as of March 31, 2025 and $2.58 as of December 31, 2024. An increase in each of the risk-free interest rate, expected term, or expected volatility, in isolation, would increase the fair value measurement, and a decrease in each of these assumptions would decrease the fair value measurement of the Private Warrants.

Rollforward of Level 3 Fair Value Instruments

The changes in the Level 3 instruments measured at fair value on a recurring basis were as follows (in thousands):


	Three months ended March 31, 2025

	Anti-dilution Right		Private Warrants		Share Purchase Agreement
Balance (beginning of period)	$	18,454	$	3,306	$	14,905

Fair value measurement adjustments	(11,880)		(1,567)		(13,349)


Balance (end of period)	$	6,574	$	1,739	$	1,556

10. STOCKHOLDERS' EQUITY

Common Stock

As of March 31, 2025, 355.0 million shares of common stock were authorized with a par value of $0.01 per share and 155.9 million shares of common stock were outstanding. Holders of common stock are entitled to one vote per share and to receive dividends when, as, and if, declared by our Board of Directors. As of March 31, 2025, we have not declared any dividends.

Share-Based Compensation

2021 Plan

In June 2021, we adopted the 2021 Equity Incentive Plan (amended and restated as of April 22, 2024), (the “2021 Plan”). The 2021 Plan provides for the grant of stock options, restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance units, and performance shares to our employees, directors, and consultants. Generally, our stock options and RSUs vest annually over three years and our stock options are exercisable over a maximum period of five years from their grant dates. Options are typically forfeited when the employment relationship ends for employees and they do not typically forfeit for directors. Generally, our RSUs are equity-classified awards, as they are share settled. All exercised options are expected to be settled in shares, net of shares withheld to satisfy the award exercise price. As of March 31, 2025, a total of 34.9 million shares were authorized for issuance to satisfy share-based compensation awards made under the 2021 Plan.

During the three months ended March 31, 2025, 0.1 million options were granted, 2.0 million options were forfeited, 0.2 million options were exercised, 2.5 million RSUs were granted and 0.8 million RSUs vested.

11. INCOME TAXES

The provision for income taxes is recorded at the end of each interim period based on our best estimate of our effective income tax rate expected to be applicable for the full fiscal year. Our effective income tax rate was 38% for the three months ended March 31, 2025, and 0% for the three months ended March 31, 2024. The increase in the tax rate is due to excess net deferred tax liabilities related to the Trina Business Combination, which provided a source of future taxable income to support the partial realization of the Company’s deferred tax assets. For the three months ended March 31, 2025, the Company’s effective income tax rate differed from the U.S. statutory rate of 21% primarily due to non-deductible fair value changes. For the three months ended March 31, 2024, the Company’s effective income tax rate differed from the U.S. statutory rate of 21% primarily due to changes in the valuation allowance.

12. RELATED PARTY TRANSACTIONS

Trina Group

We have related party balances and transactions with Trina Solar (Schweiz) AG and its affiliates (the “Trina Group”) as a result of the business combination and through the normal course of business.

Module sales of $64.6 million to the Trina Group are presented as net sales for the three months ended March 31, 2025. Deferred revenue from offtake agreements with the Trina Group of $51.5 million and $40.2 million is recognized under deferred revenue as of March 31, 2025 and December 31, 2024. In addition, the Company has agreements with the Trina Group to supply certain materials and components used in our solar module production. As of March 31, 2025 and December 31, 2024, payables to related parties of $88.9 million and $52.5 million were recognized in relation to these agreements.

As consideration for the Trina Business Combination, we issued a note payable, a convertible note, and a derivative anti-dilution right to the Trina Group. In addition, the Company assumed an existing debt obligation to the Trina Group. Refer to Note 5 - Debt and Note 8 - Redeemable Preferred Stock, Anti-dilution Right, and Share Purchase Agreement for additional details on these instruments.

13. NET LOSS PER SHARE

The computation of basic and diluted net loss per share attributable to common stockholders is as follows (in thousands, except per share data):


	Three months ended March 31,
	2025		2024
Numerator:
Net loss from continuing operations	$	(4,135)	$	(11,305)
Net loss from discontinued operations, net of tax	(12,104)		(17,385)
Net loss attributable to common stockholders	(17,130)		(28,543)
Denominator:
Weighted average shares of common stock outstanding - basic and diluted	155,933		139,705


Net loss per share:
Net loss per share from continuing operations - basic and diluted	$	(0.03)	$	(0.08)
Net loss per share from discontinued operations, net of tax - basic and diluted	$	(0.08)	$	(0.12)
Net loss per share attributable to common stockholders - basic and diluted	$	(0.11)	$	(0.20)

The outstanding securities that could potentially dilute basic net loss per share in the future that were not included in the computation of diluted net loss per share, as the impact would be antidilutive, are as follows (in thousands):


	Three months ended March 31,
	2025	2024
Redeemable preferred stock (on as converted basis)	20,329	—
Public Warrants	14,675	14,675
Private Warrants	9,950	9,950
EDGE Warrants	687

SEC Form 10-Q filed by T1 Energy Inc.