Form 8-K

8-K — T1 Energy Inc.

Accession: 0001213900-26-107289

Filed: 2026-10-06

Period: 2026-10-06

CIK: 0001992243

SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0307775-8k_t1energy.htm (Primary)

EX-5.1 — OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP (ea030777501ex5-1.htm)

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8-K — CURRENT REPORT

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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):

October 6, 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

Not Applicable

(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

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 8.01. Other Events.

On January 21, 2026, T1 Energy Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”)

an automatic shelf registration statement on Form S-3ASR (File No. 333-292857) (the “Registration Statement”). On October

6, 2026, the Company filed a prospectus supplement pursuant to the Registration Statement covering the resale of shares of its common

stock, par value $0.01 per share (the “common stock”), by Evervolt Green Energy Holding Pte, Ltd., a private company limited

by shares organized under the laws of Singapore (the “Evervolt”). The shares of common stock registered for resale pursuant

to the prospectus supplement consist of 7,246,377 shares of common stock (such shares of common stock, the “Securities”) that

have been issued, or that are issuable subject to certain beneficial ownership limitations, to Evervolt as a portion of the consideration

for the purchase by the Company of certain intellectual property and proprietary rights and related rights, and certain other assets,

from Evervolt pursuant to an intellectual property purchase agreement, dated July 28, 2026, between the Company and Evervolt.

The filing of the prospectus supplement is not

itself a sale of securities by Evervolt and does not necessarily mean that Evervolt will choose to sell any shares of common stock. If

any shares of common stock are sold by Evervolt, the Company would not receive any proceeds from that sale. No securities will be issued

or sold by the Company pursuant to the prospectus supplement.

The Company is filing this current report to provide

the legal opinion as to the validity of the shares of common stock covered by the prospectus supplement, which opinion is attached hereto

as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are provided as part of this report:

Exhibit No.

Description

5.1

Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

23.1

Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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/ Joseph Evan Calio

Name:

Joseph Evan Calio

Title:

Chief Financial Officer

Dated: October 6, 2026

EX-5.1 — OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

EX-5.1

Filename: ea030777501ex5-1.htm · Sequence: 2

Exhibit 5.1

Skadden,

Arps, Slate, Meagher & Flom Llp

845 TEXAS AVENUE, SUITE 2300

HOUSTON,

TEXAS 77002

________

TEL: (713) 655-5100

FAX: (713) 655-5200

www.skadden.com

October 6, 2026

T1 Energy Inc.

1211 E 4th St.

Austin, Texas 78702

409-599-5706

FIRM/AFFILIATE

OFFICES

-----------

BOSTON

CHICAGO

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-----------

ABU DHABI

BEIJING

BRUSSELS

FRANKFURT

HONG KONG

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SINGAPORE

TOKYO

TORONTO

Re:

T1 Energy Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special United States counsel to

T1 Energy Inc., a Delaware corporation (the “Company”), in connection with the resale by the selling securityholder

identified on Schedule 1 hereto (the “Selling Securityholder”) of up to 7,246,377 shares of the Company’s common

stock, par value $0.01 per share (the “Common Stock”), including (i) 5,000,000 shares of Common Stock (the “Issued

Shares”) issued to Evervolt Green Energy Holding Pte, Ltd., a private company limited by shares organized under the laws of

Singapore (“Evervolt”), as a portion of the consideration for the purchase by the Company of certain intellectual property

and proprietary rights (collectively, the “Purchased Assets”) from Evervolt pursuant to an intellectual property purchase

agreement (the “IP Purchase Agreement”), dated July 28, 2026, between the Company and Evervolt, and (ii) 2,246,377

shares of Common Stock (the “Abeyance Shares” and, together with the Issued Shares, the “Securities”)

to be issued to Evervolt as a further portion of the consideration for the purchase of the Purchased Assets pursuant to the IP Purchase

Agreement. The Company entered into the IP Purchase Agreement following its exercise of a call option granted to it by Evervolt under

a call option letter agreement, dated July 27, 2026, between the Company and the Evervolt (the “Call Option Agreement”).

This opinion letter is being furnished in accordance

with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).

In rendering the opinion stated herein, we have examined

and relied upon the following:

(a) the

registration statement on Form S-3ASR (File No. 333-292857) of the Company relating to the Securities and other securities of the Company

filed on January 21, 2026 with the Securities and Exchange Commission (the “Commission”) under the Securities Act allowing

for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”),

including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration

statement being hereinafter referred to as the “Registration Statement”);

T1 Energy Inc.

October 6, 2026

Page 2

(b) the

prospectus, dated January 21, 2026 (the “Base Prospectus”), which forms a part of and is included in the Registration

Statement;

prospectus supplement, dated October 6, 2026 (together with the Base Prospectus, the “Prospectus”), relating to the

offering of the Securities in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;

(d) an

executed copy of the IP Purchase Agreement;

(e) an

executed copy of the Call Option Agreement;

(f) an

executed copy of the Transaction Agreement, dated as of November 6, 2024, among T1 Energy Inc. (f/k/a FREYR Battery, Inc.) and Trina Solar

(Schweiz) AG (the “Trina Agreement”);

(g) an

executed copy of the Amended and Restated Cooperation Agreement, dated as of December 29, 2025, by and between T1 Energy Inc. and Trina

Solar (Schweiz) AG (the “Cooperation Agreement”);

(h) an

executed copy of the letter agreement, dated as of September 25, 2026, by and between the Company and Evervolt (the “Beneficial

Ownership Side Letter”), pursuant to which the issuance of the Abeyance Shares has been deferred;

(i) an

executed copy of a certificate of Harold Callo, Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);

(j) copies

of (i) the Company’s Amended and Restated Certificate of Incorporation, certified pursuant to the Secretary’s Certificate

as being in effect on December 28, 2025, and (ii) the Company’s Amended and Restated Certificate of Incorporation of the Company,

as amended (the “Certificate of Incorporation”), certified by the Secretary of State of the State of Delaware as of

October 6, 2026 and certified pursuant to the Secretary’s Certificate as being in effect on July 20, 2026 and as of the date hereof;

(k) copies

of the Company’s Third Amended and Restated Bylaws, certified pursuant to the Secretary’s Certificate as being in effect on

the date of the resolutions referred to below and as of the date hereof; and

(l) a

copy of certain resolutions of the Board of Directors of the Company, adopted on December 28, 2025 and July 20, 2026, certified pursuant

to the Secretary’s Certificate.

We have also examined originals or copies, certified

or otherwise identified to our satisfaction, of such records of the Company and the Selling Securityholder and such agreements, certificates

and receipts of public officials, certificates of officers or other representatives of the Company and the Selling Securityholder and

others, and such other documents as we have deemed necessary or appropriate as a basis for the opinion stated below.

In our examination, we have assumed the genuineness

of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all

documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,

certified or photocopied copies, and the authenticity of the originals of such copies. We have also assumed that the Company received

the consideration for the Issued Shares set forth in the Transaction Agreements (as defined herein) and the applicable resolutions of

the Board of Directors of the Company approving the issuance of all such Securities and the issuance of the Issued Shares has been registered

in the Company’s share registry. As to any facts relevant to the opinion stated herein that we did not independently establish or

verify, we have relied upon statements and representations of officers and other representatives of the Company and the Selling Securityholder

and others and of public officials including the facts and conclusions set forth in the Secretary’s Certificate and the Certificate

of Incorporation and the factual representations and warranties contained in the Transaction Agreements.

We do not express any opinion with respect to the

laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”).

As used herein, (i) “Organizational Documents”

means those documents listed in paragraphs (j) and (k) above and (ii) “Transaction Agreements” means the IP Purchase

Agreement, Call Option Agreement and the Beneficial Ownership Side Letter.

T1 Energy Inc.

October 6, 2026

Page 3

Based upon the foregoing and subject to the qualifications

and assumptions stated herein, we are of the opinion that:

1. The

Issued Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and are validly issued,

fully paid and nonassessable.

2. The

Abeyance Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and when issued

and sold in accordance with the Transaction Agreements, will be validly issued, fully paid and nonassessable, provided that the consideration

therefor is not less than $0.01 per Abeyance Share.

In addition, in rendering the foregoing opinions

we have assumed that:

(a) the

Company’s issuance of the Abeyance Shares does not and will not and the Company’s issuance of the Issued Shares did not (i)

violate any statute to which the Company or such issuance is subject (except that we do not make this assumption with respect to the DGCL),

or (ii) constitute a violation of, or a breach under, or require the consent or approval of any other person under, any agreement or instrument

binding on the Company (except that we do not make this assumption with respect to the Organizational Documents, the Transaction Agreements

or those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration

Statement or included as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, although we

have assumed compliance with any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial

condition or results of operations of the Company contained in such agreements or instruments), and we have further assumed that the Company

will continue to have sufficient authorized shares of Common Stock;

(b) the

Company’s authorized capital stock is as set forth in the Certificate of Incorporation and we have relied solely on the certified

copy thereof issued by the Secretary of State of the State of Delaware and have not made any other inquiries or investigations; and

to your attention that the Trina Agreement, Cooperation Agreement and Transaction Agreements are expressed to be governed by laws other

than those with respect to which we express our opinion (“Non-Opined on Laws”) and the opinions expressed herein are

based solely upon our understanding of the language contained in such Trina Agreement, Cooperation Agreement and Transaction Agreements

under the laws of the State of New York and we have not considered any substantive provisions of such Non-Opined on Laws that may be incorporated

by reference therein or supplied by such laws. We do not assume any responsibility for any interpretation thereof inconsistent with such

understanding and we have not consulted attorneys admitted in any other jurisdiction (including any jurisdiction where we or our affiliated

firms have offices).

This opinion letter shall be interpreted in accordance

with customary practice of United States lawyers who regularly give opinions in transactions of this type.

We hereby consent to the reference to our firm under

the heading “Legal Matters” in the Prospectus. We also hereby consent to the filing of this opinion letter with the Commission

as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the

Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required

under Section 7 of the Securities Act or the Rules and Regulations. This opinion letter is expressed as of the date hereof unless otherwise

expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of

any subsequent changes in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

T1 Energy Inc.

October 6, 2026

Page 4

Schedule I

Selling Securityholder

Maximum Number of Securities to be Offered

Evervolt Green Energy Holding Pte, Ltd.

7,246,377 shares of Common Stock

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