UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC File Number: 001-41903
CUSIP Numbers: 35834F 104; 35834F 112
| (Check one): | ☐ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | ☒ Form 10-Q | |
| ☐ Form 10-D | ☐ Form N-CEN | ☐ Form N-CSR | |||
| For Period Ended: June 30, 2025 | |||||
| ☐ Transition Report on Form 10-K | |||||
| ☐ Transition Report on Form 20-F | |||||
| ☐ Transition Report on Form 11-K | |||||
| ☐ Transition Report on Form 10-Q | |||||
| For the Transition Period Ended: | |||||
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
T1 Energy Inc.
Full Name of Registrant
N/A
Former Name if Applicable
1211 E 4th St.
Address of Principal Executive Office (Street and Number)
Austin, Texas 78702
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| ☒ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
T1 Energy Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Second Quarter Form 10-Q”) on or prior to its prescribed due date without unreasonable effort or expense due to a delay in obtaining and compiling financial information required to be included in the Second Quarter Form 10-Q. As part of the Company’s quarterly review process related to the preparation of the Second Quarter Form 10-Q, the Company determined that amortization of intangible assets related to certain customer contracts of $11.2m was improperly presented on the Company’s condensed consolidated statements of operations and comprehensive income (loss) in Q1 2025, resulting in an overstatement of net sales – related parties and an equal overstatement of selling, general and administrative expenses. While this change in presentation of non-cash amortization does not have any impact on the Company’s net loss, financial position, liquidity, cash flow, historical management compensation or debt covenant compliance, the Company has concluded that it is appropriate to delay the filing of the Second Quarter Form 10-Q while it works to evaluate the impact to its prior period financial statements. The Company is also assessing the related effects of the errors on the Company’s evaluation of internal control over financial reporting and its disclosure controls and procedures. In addition, the Company is finalizing disclosure and impact on the Company from the material definitive agreements that the Company disclosed on the current report on Form 8-K on August 14, 2025. The Company is, and has been, working diligently to complete its Form 10-Q as soon as possible.
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PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification. |
| Daniel Barcelo | (917) | 292-5471 | ||
| (Name) | (Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐ |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☒ |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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Disclosures About Forward-Looking Statements
Certain statements included in this Current Report on Form 12b-25, which are not historical facts, are forward-looking statements. Such forward-looking statements speak only as of the date of this Current Report. These forward-looking statements are based on management’s current expectations, assumptions and beliefs regarding future events and are based on currently available information as to the outcome and timing of future events, certain of which are beyond the Company’s control, and actual results may differ materially depending on a variety of important factors. These factors include, but are not limited to, a variety of risk factors affecting the Company’s business and prospects disclosed in the Company’s annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to time. Any or all of these occurrences could cause actual results to differ from those in the forward-looking statements, and the Company does not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.
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T1 Energy Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | August 15, 2025 | By: | /s/ Daniel Barcelo | |
| Daniel Barcelo | ||||
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Chief Executive Officer and Chairman of the Board of Directors | ||||
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