T1 Energy Inc.

8-K · ea0293886-8k_t1energy.htm iXBRL

0001992243

 2026-06-02
 2026-06-02

 0001992243

 TE:CommonStock0.01ParValueMember

 2026-06-02
 2026-06-02

 0001992243

 TE:WarrantsEachWholeWarrantExercisableForOneCommonStockAtExercisePriceFor11.50PerShareMember

 2026-06-02
 2026-06-02

 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): June 2, 2026

  

 T1
Energy Inc.

 (Exact
name of registrant as specified in its charter)

  

 Delaware
  
 001-41903
  
 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 of 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
3.02. Unregistered Sales of Equity Securities.

  

 As
previously announced, on June 2, 2026, T1 Energy Inc. (the “Company”) entered into a definitive agreement to acquire
KORE Power, Inc., an established engineering-focused BESS (Battery Energy Storage Systems) and software solutions provider
(“KORE”). The purchase enterprise value for the transaction consists of approximately $32 million of equity, cash, and
assumption of debt at anticipated closing in the second quarter of 2026, including approximately $9.6 million of closing
consideration to be paid in common stock of the Company (subject to certain purchase price adjustments). The transaction also
includes a total potential $9.6 million earn-out for fiscal years 2026 and 2027 payable in common stock of the Company, subject to
certain performance metrics, plus a potential $5.5 million paid in common stock if a certain receivable has been paid to KORE by the
payment date for the 2026 earn-out amount (regardless of if the 2026 earn-out is payable). The closing of the transaction is subject
to customary conditions.

  

 The
number of shares of common stock to be issued in connection with the closing consideration and any earn-out will be determined based
on the volume-weighted average price of the common stock during a 10-trading day observation period commencing prior to the date of issuance
of the closing consideration or such earn-out, as applicable. The shares of common stock will be issued in reliance upon the exemption
from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

  

 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/
 Evan Calio

  
  
 Name:
 Evan
 Calio

  
  
 Title:

 Chief
 Financial Officer

  

 Dated:
June 8, 2026

  

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