T1能源公司2025年季度报告

Part I - Financial Information Item 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market Risk Item 5.Other InformationItem 6.Exhibits and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements in this Report and in any documentincorporated herein by reference should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of newinformation, future events or otherwise, except as may be required under applicable securities laws.These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those inthe forward-looking statements, including, without limitation, the risks set forth in Part I, Item 1A, “Risk Factors” in our Annual Report onForm 10-K for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission (the “SEC”) on March31, 2025, asamended and supplemented by Amendment No. 1 on Form 10-K/A filed with the SEC on April 30, 2025, the Risk Factors included in thisQuarterly Report on Form 10-Q, and in our other filings with the SEC. We do not assume any obligation to update any forward-lookingIn February 2025, we changed our corporate name from FREYR Battery, Inc. to T1 Energy Inc. We will not distinguish between ourprior and current corporate name and will refer to our current corporate name throughout this Quarterly Report on Form 10-Q. As such, unlessexpressly indicated or the context requires otherwise, the terms “T1,” “Company,” “we,” “us,” and “our” in this document refer to T1 Energy (https://www.instagram.com/danbarcelo/), as means of communicating with the public and investors about T1, its progress, products and othermatters. While not all the information that T1 posts to its digital platforms may be deemed to be of a material nature, some information may be.As a result, T1 encourages investors and others interested to review the information that it posts and to monitor such portions of T1’s websiteand social media channels on a regular basis, in addition to following T1’s press releases, SEC filings, and public conference calls andwebcasts. The contents of T1’s website and other social media channels shall not be deemed incorporated by reference in any filing under theSecurities Act of 1933, as amended. 3.PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS, NET Property and Equipment, net Property and equipment, net consisted of the following (in thousands): March 31, 2025December 31, 2024$192,079$115,790 Construction in progress 315,435Less: Accumulated depreciation(5,188)$310,246$ Intangible Assets, netIn connection with the Trina Business Combination, we recognized intangible assets related to customer contracts. An estimated usefullife of5years was determined based on contractual terms of the offtake agreements.Intangible assets, net consisted of the following (in thousands):As of March 31, 2025As of December 31, 2024Gross CarryingAmountAccumulatedAmortizationNet CarryingAmountGross CarryingAmountAccumulatedAmortizationNet CarryingAmount 6 Remainder of 2025$ $4.ACCRUED LIABILITIES AND OTHER March 31, 2025December 31, 2024Accrued purchases$55,960$Accrued payroll and payroll related expenses6,324Operating lease liabilities11,101 Our debt arrangements consisted of the following (in thousands): Loan AgreementMarch 31, 2025December 31, 2024Trina Solar AG Note$150,000$ Trina Solar (U.S.), Inc. Production Reserve FeeSenior Secured Credit Facility Convertible note - related party80,000Total debt principal685,000 The principal on the note is payable in quarterly installments of $7.5million commencing on December31, 2025 and concluding on theDecember23, 2029 maturity date with the repayment of the final $30.0million. The note bears interest at a rate per annum equal to1.0%. Trina Solar (U.S.), Inc. Production Reserve FeeIn connection with the Trina Business Combination, we assumed a debt obligation with Trina Solar (U.S.), Inc., a related party. Theprincipal on the debt is payable in annual installments of $44.0million commencing on the first anniversary of the business combination date.Provided that the Company makes all scheduled installment payments, the debt will bearnointerest. However, if the Company fails to make aninstallment payment, both parties shall negotiate a revised payment schedule in good faith, and any unpaid installment balance will accrue In connection with the Trina Business Combination, we assumed a credit agreement with a consortium of banks, with HSBC BankUSA, N.A. serving as the administrative agent (the “Credit Agreement”). This Credit Agreement provides for $235.0million in borrowingsthrough a senior secured construction-to-term loan facility. The Fac