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    T1 Energy Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

    8/5/25 4:31:35 PM ET
    $TE
    Industrial Machinery/Components
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    Get the next $TE alert in real time by email
    false 0001992243 0001992243 2025-08-01 2025-08-01 0001992243 TE:CommonStock0.01ParValueMember 2025-08-01 2025-08-01 0001992243 TE:WarrantsEachWholeWarrantExercisableForOneCommonStockAtExercisePriceFor11.50PerShareMember 2025-08-01 2025-08-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
     

     

    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).

     

    1

     

     

    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

     

     

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