COVER - shares |
3 Months Ended | |
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Mar. 31, 2025 |
May 12, 2025 |
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Document Information [Line Items] | ||
Document Type | 10-Q/A | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2025 | |
Document Transition Report | false | |
Entity File Number | 333-274434 | |
Entity Registrant Name | T1 Energy Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 93-3205861 | |
Entity Address, Address Line One | 1211 E 4th St. | |
Entity Address, City or Town | Austin, | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78702 | |
City Area Code | 409 | |
Local Phone Number | 599-5706 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 155,938,092 | |
Entity Central Index Key | 0001992243 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2025 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | true | |
Amendment Description | T1 Energy Inc. (“T1” or the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend and restate certain items in its Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2025 originally filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2025 (the “Original Form 10-Q”).Background of RestatementIn the course of preparing the Company’s condensed consolidated financial statements as of and for the three and six months ended June 30, 2025, the Company reassessed its presentation of amortization of intangible assets related to certain acquired customer contracts. Historically, the Company recorded intangible asset amortization within selling, general and administrative as a component of operating expense on the condensed consolidated statement of operations and comprehensive income (loss). However, prior to filing its quarterly report on Form 10-Q for June 30, 2025, the Company determined that the amortization of intangible assets related to acquired customer contracts should be presented as an offset to revenue rather than as a component of operating expense. See Note 1A – Restatement of Previously Issued Financial Statements included in the accompanying condensed consolidated financial statements of this Amendment for additional information and a reconciliation of the previously reported amounts from the Original Form 10-Q to the restated amounts in this Amendment. Effects of RestatementAs a result of the factors described above, the Company has included in this Amendment a restatement of its condensed consolidated financial statements as of and for the three months ended March 31, 2025.The impact of the correction of the misstatement is summarized below (in thousands):Restatement ImpactsNet sales - related party$(11,195)Gross profit(11,195)Selling, general and administrative(11,195)Loss from continuing operations— Net loss— Internal Control ConsiderationsAs a result of this restatement, the Company’s management has re-evaluated the effectiveness of our internal control over financial reporting as of March 31, 2025 and identified a material weakness in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected and corrected on a timely basis. For a discussion of management’s consideration of the material weakness identified, see Item 4. Controls and Procedures included in this Amendment.Items Amended by this FilingThis Amendment presents the Original Form 10-Q, as amended and restated to date, with further modifications as necessary to reflect the restatement described herein, including updates on the Company’s liquidity and capital resources assessed in conjunction with the re-issuance of its condensed consolidated financial statements. The following items have been amended to reflect the restatement:Part I - Financial Information•Item 1. Financial Statements - Unaudited•Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations•Item 4. Controls and ProceduresPart II - Other Information•Item 1A. Risk Factors•Item 6. ExhibitsIn accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 6 of Part II of the Original Form 10-Q is being amended and restated solely to include as exhibits the new certifications of our principal executive officer and principal financial officer required by Rule 13a-14(a) under the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350). This Amendment also includes this Explanatory Note and an updated signature page and updates the section titled “Cautionary Notes Regarding Forward-Looking Statements”. Investors should rely only on the financial information and other disclosures regarding the restated period in this Amendment or in future filings with the SEC (as applicable), and not on any previously issued or filed reports, earnings releases or similar communications relating to this period. Except as otherwise expressly noted herein, this Amendment does not amend, modify or update any other information set forth in the Original Form 10-Q. Furthermore, this Amendment does not change any previously reported financial results, except as necessary to reflect the restatement described herein, nor does it reflect events occurring after the filing date of the Original Form 10-Q. Information not affected by this Amendment remains unchanged and the disclosures in this Amendment are made as of the date the Original Form 10-Q was filed. Accordingly, this Amendment should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Form 10-Q, including any amendment to those filings. | |
Shares | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | TE | |
Security Exchange Name | NYSE | |
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 | |
Trading Symbol | TE WS | |
Security Exchange Name | NYSE |