T1能源有限公司美股招股说明书(2025-10-24版)

22,153,850 Shares Common Stock We are offering 22,153,850 shares of our common stock, par value $0.01 per share (the “Common Stock”), in a registered directoffering to certain institutional investors (the “investors”) pursuant to this prospectus supplement and the accompanying prospectusand a securities purchase agreement with such investors (this “offering”). The public offering price for each share of Common Stock is$3.25. Delivery of the shares of Common Stock is expected to be made on or about October 24, 2025, subject to satisfaction of certaincustomary closing conditions, through the facilities of The Depository Trust Company. INVESTING IN OUR COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS”SECTIONBEGINNING ON PAGE S-3 OF THIS PROSPECTUS SUPPLEMENT,ITEM 1A(“RISK FACTORS”)BEGINNING ON PAGE 7 OF OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER31, 2024, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 2025, AND ITEM 1A(“RISKFACTORS”)BEGINNING ON PAGE 23 OF OUR QUARTERLY REPORT ON FORM 10-Q FOR THEQUARTERLY PERIOD ENDED JUNE 30, 2025, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ONAUGUST19,2025,WHICH ARE INCORPORATED BY REFERENCE HEREIN,AS WELL AS THE OTHERINFORMATION INCLUDED AND INCORPORATED BY REFERENCE HEREIN, TO READ ABOUT FACTORS YOUSHOULD CONSIDER BEFORE DECIDING TO INVEST IN OUR COMMON STOCK. Our Common Stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “TE”. On October 23, 2025, thelast reported sale price of our Common Stock was $3.71 per share. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be offered under this prospectus supplement or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. We have engaged A.G.P./Alliance Global Partners (the “Placement Agent”) as our placement agent with respect to this offering. ThePlacement Agent has agreed to use its reasonable best efforts to arrange for the sale of the shares of Common Stock offered by thisprospectus supplement and the accompanying prospectus.The Placement Agent is not purchasing or selling any shares of ourCommon Stock in this offering. We have agreed to pay the Placement Agent the placement agent fee set forth in the table below. See“Plan of Distribution ” in this prospectus supplement for more information regarding these arrangements. Per Share ofCommonStockTotalOffering price$3.25$72,000,012.50Placement Agent fee(1)$0.179$3,960,000.69Proceeds to us, before expenses$3.071$68,040,011.81 (1)The Placement Agent fee represents a fee of 5.5% of the aggregate gross proceeds being raised in this offering. A.G.P. The date of this prospectus supplement is October 23, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiSUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3USE OF PROCEEDSS-6DIVIDEND POLICYS-6DILUTIONS-7DESCRIPTION OF SECURITIES WE ARE OFFERINGS-7PLAN OF DISTRIBUTIONS-8LEGAL MATTERSS-10EXPERTSS-10WHERE YOU CAN FIND MORE INFORMATIONS-10INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-11 Prospectus ABOUT THIS PROSPECTUSiiFREQUENTLY USED TERMSiiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSviSUMMARY OF THE PROSPECTUS1RISK FACTORS4USE OF PROCEEDS5SECURITIES WE MAY OFFER6DESCRIPTION OF CAPITAL STOCK7DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF EXISTING WARRANTS15DESCRIPTION OF NEW WARRANTS19DESCRIPTION OF SUBSCRIPTION RIGHTS20DESCRIPTION OF PURCHASE UNITS21PLAN OF DISTRIBUTION22LEGAL MATTERS25EXPERTS25WHERE YOU CAN FIND MORE INFORMATION25INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE26 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringof our shares of Common Stock by us, and also adds, updates and changes information contained in the accompanying prospectus andthe documents incorporated herein and therein by reference. The second part, the accompanying prospectus, gives more generalinformation, some of which may not apply to this offering. If the information contained in this prospectus supplement differs or variesfrom the information contained in the accompanying prospectus or in any document incorporated by reference herein or therein thatwas filed with the Securities and Exchange Commission (“SEC”) before the date of this prospectus supplement, you should rely on theinformation set forth in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement inanother document having a later date—for example, a subsequently filed document deemed incorporated by reference in theaccompanying prospectus—the statement in the document having the later date modifies or supersedes the earlier statement. Anystatement so modified or superseded