0000921895-25-002324.txt : 20250815 0000921895-25-002324.hdr.sgml : 20250815 20250815160538 ACCESSION NUMBER: 0000921895-25-002324 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250815 DATE AS OF CHANGE: 20250815 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: T1 Energy Inc. CENTRAL INDEX KEY: 0001992243 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing EIN: 933205861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-94349 FILM NUMBER: 251224604 BUSINESS ADDRESS: STREET 1: 1211 E 4TH ST. CITY: AUSTIN STATE: TX ZIP: 78702 BUSINESS PHONE: 409-599-5706 MAIL ADDRESS: STREET 1: 1211 E 4TH ST. CITY: AUSTIN STATE: TX ZIP: 78702 FORMER COMPANY: FORMER CONFORMED NAME: FREYR Battery, Inc. /DE/ DATE OF NAME CHANGE: 20230901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Encompass Capital Advisors LLC CENTRAL INDEX KEY: 0001541901 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 200 PARK AVENUE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 646-351-8452 MAIL ADDRESS: STREET 1: 200 PARK AVENUE, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0001193805-24-000548 0001541901 XXXXXXXX LIVE 3 Common Stock, par value $0.01 per share 08/13/2025 true 0001992243 35834F104 T1 Energy Inc.

1211 E 4TH ST. AUSTIN TX 78702

Todd J. Kantor 646-351-8450 Encompass Capital Advisors LLC 200 Park Avenue, 16th Floor New York NY 10166 0001541901 N Encompass Capital Advisors LLC OO N DE 0.00 13818733.00 0.00 13818733.00 13818733.00 N 8.8 IA OO 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. Y Encompass Capital Partners LLC OO N DE 0.00 9599716.00 0.00 9599716.00 9599716.00 N 6.1 OO Includes (a) 9,247,785 shares of Common Stock and (b) 351,931 warrants, which are exercisable into shares of Common Stock. 0002021082 N Kantor Todd J. AF N X1 0.00 13818733.00 0.00 13818733.00 13818733.00 N 8.8 IN HC 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. Common Stock, par value $0.01 per share T1 Energy Inc. 1211 E 4TH ST. AUSTIN TX 78702 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 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(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 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) Encompass Capital Advisors LLC /s/ Todd J. Kantor 08/15/2025 Encompass Capital Partners LLC /s/ Todd J. Kantor 08/15/2025 Kantor Todd J. /s/ Todd J. Kantor 08/15/2025