M&A - FREYR Battery, Inc. /DE/

Form Type: DEF 14A

Filing Date: 2025-05-23

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025047400

Filing Summary: T1 Energy Inc. is actively building domestic solar and battery supply chains to support increasing electricity demands from advanced economies. On the path to this goal, T1 recently acquired Trina Solar's U.S. manufacturing assets, including a highly advanced five-gigawatt solar module facility in Wilmer, Texas, named G1_Dallas, which is now operational. The company is also planning to establish another manufacturing facility, G2_Austin, and is committed to ensuring the majority of their solar components are sourced domestically, addressing issues related to tariffs and labor practices in the supply chain. As part of their strategic vision, T1 Energy aims to become a leading U.S. manufacturer of solar and storage assets, thereby ensuring energy security and promoting local job creation. This proxy statement serves to share details about upcoming annual stockholder meetings, calls for governance nominations, and discusses the board's nominees for directorship. Key voting matters include the election of new directors, the ratification of their independent public accounting firm, an advisory vote on executive compensation, and ensuring the transparent operation of T1 Energy as it navigates through evolving market conditions and policies.

Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025030313

Filing Summary: T1 Energy Inc. filed a Form 8-K reporting the acquisition of all legal and beneficial ownership in the shares of capital stock of Trina Solar (U.S.) Holding Inc. from Trina Solar (Schweiz) AG. This acquisition includes ownership in several entities: Trina Solar US Manufacturing Holding Inc., Trina Solar US Manufacturing Module Associated Entity 1, LLC, Trina Solar US Manufacturing Module 1, LLC, and Trina Solar US Manufacturing Cell 1, LLC. This report also provides a pro forma statement reflecting the operational effects of the acquisition as if it were executed on January 1, 2024, and references previous filings from December 27, 2024, and March 10, 2025, for further details on the transaction.

Form Type: S-3

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025030327

Filing Summary: T1 Energy Inc. filed a Registration Statement on Form S-3 with the SEC on April 9, 2025, to register the offer and resale of up to 65,877,960 shares of the Company’s Common Stock and 5,000,000 shares of Series A Convertible Preferred Stock. This comes in the aftermath of the Trina Business Combination finalized on December 23, 2024, where T1 Energy acquired all shares of Trina Solar (U.S.) Holding Inc. and its subsidiaries for a total consideration of $100 million in cash plus various forms of securities. The registration facilitates the resale of these securities by named selling securityholders, which includes shares issued as consideration to Trina and shares underlying certain financial instruments. T1 Energy aims to continue expanding its presence in the U.S. solar market, leveraging its advanced manufacturing technology and newly acquired assets from the acquisition of Trina.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000199224325000010

Filing Summary: T1 Energy Inc. (formerly FREYR Battery, Inc.) has undergone a corporate rebranding and is focusing on expanding its operations in the solar energy sector, specifically by building integrated supply chains for solar module manufacturing in the United States. The company has acquired Trina Solar (U.S.) Holding Inc., enhancing its manufacturing capabilities through the ownership of the G1 Dallas facility, which will achieve a production capacity of 5 GW annually. Additionally, T1 is planning the construction of another facility, G2 Austin, in Milam County, Texas, which will house solar cell manufacturing operations expected to commence in late 2026. The aims include ramping up domestic production, creating jobs, and capturing benefits from recent legislation incentivizing U.S. solar projects. The company identifies its competitive advantage in advanced solar technologies and a focus on high domestic content products to cater to growing solar energy demands in the U.S. market. Overall, T1 Energy is positioning itself as a leader in the U.S. solar and storage markets while addressing global energy needs through affordable and clean energy solutions.

Form Type: 8-K/A

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025022205

Filing Summary: On March 10, 2025, T1 Energy Inc. filed Amendment No. 1 to Form 8-K, updating their prior report filed on December 27, 2024, regarding an acquisition transaction with Trina Solar (Schweiz) AG. The amendment includes the audited financial statements of Trina Solar (U.S.) Holding Inc. as of December 31 for years 2023 and 2022, along with unaudited interim financial statements for the nine months ended September 30, 2023, and September 30, 2024. Moreover, it provides unaudited pro forma financials reflecting combined results and position of T1 Energy post-acquisition.

Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024113074

Filing Summary: FREYR Battery, Inc. completed an acquisition of Trina Solar US Holding Inc. on December 23, 2024, as part of a transaction agreement with Trina Solar (Schweiz) AG. The acquisition involved a total consideration of $100 million in cash, a $50 million repayment of an intercompany loan, issuance of 15,437,847 shares of FREYR's common stock, a $150 million senior unsecured note, and an $80 million unsecured convertible note. Additionally, several commercial agreements were established regarding the operation and development of a solar module manufacturing facility in Texas, which includes related operational, licensing, and financial agreements. Moreover, FREYR appointed Mingxing Lin to its Board of Directors and confirmed the establishment of new agreements concerning project financing, equity contribution, and various operational support services as detailed in the report.

Form Type: SCHEDULE 13D

Filing Date: 2024-12-27

Corporate Action: Acquisition

Type: New

Accession Number: 000114036124050502

Filing Summary: On December 23, 2024, FREYR Battery, Inc. completed the acquisition transaction with Trina Solar (Schweiz) AG. This acquisition involved obtaining all legal and beneficial ownership of the shares of capital stock of Trina Solar US Holding Inc. The agreement included purchasing multiple subsidiaries under Trina Solar for a total consideration of $100 million in cash, 15,437,847 shares of FREYR's common stock, a $150 million senior unsecured note, and an $80 million convertible note. The transaction was subject to multiple closing conditions, including no legal impediments and certification of the accuracy of representations made by the parties. The document outlines specific commitments post-closing, including efforts to divest FREYR's European business within six months, with penalties for failure to do so. The agreement allows for director nominations based on the Reporting Person's ownership stake and includes various financial instruments to manage share considerations post-transaction.