T1 Energy Inc美股招股说明书(2025-12-11版)

The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may bechanged. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securitiesand we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Subject to Completion, dated December 10, 2025 Preliminary Prospectus Supplement(To Prospectus dated September 22, 2025) We are offering $140,000,000 of shares of our common stock, par value $0.01 per share (the “common stock”), pursuant to thisprospectus supplement and the accompanying prospectus. Our common stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “TE.” On December 9, 2025, the lastreported sale price of our common stock on the NYSE was $6.73 per share. Concurrently with this offering, we are conducting a public offering (the “Concurrent Convertible Notes Offering”) of $120,000,000aggregate principal amount of our% Convertible Senior Notes due 2030 (the “convertible notes”) (or up to $138,000,000 aggregateprincipal amount if the underwriters in the Concurrent Convertible Notes Offering exercise their over-allotment option in full). Neitherthis offering nor the Concurrent Convertible Notes Offering is conditioned upon the completion of the other, so it is possible that thisoffering occurs and the Concurrent Convertible Notes Offering does not occur, or vice versa. We cannot assure you that the ConcurrentConvertible Notes Offering will be completed on the terms described herein, on significantly different terms, or at all. The ConcurrentConvertible Notes Offering is being made pursuant to a separate prospectus supplement, and nothing contained herein shall constitutean offer to sell or the solicitation of an offer to buy our convertible notes to be issued in the Concurrent Convertible Notes Offering.See “Prospectus Supplement Summary—Recent Developments—Concurrent Convertible Notes Offering,” “Use of Proceeds” and“Description of the Concurrent Convertible Notes Offering.” Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties describedunder the heading “Risk Factors” on pageS-5of this prospectus supplement and page 4 accompanying prospectus, as well asthose contained in the other documents that are incorporated by reference into this prospectus supplement and any relatedfree writing prospectus. You should carefully read this entire prospectus supplement and the accompanying prospectus,including any information incorporated by reference herein and therein, before deciding whether to purchase our securities. Per ShareTotal(2)Public offering price$$Underwriting discounts and commissions(1)$$Proceeds, before expenses, to us$$ (1)See “Underwriting” for a description of compensation to the underwriters. (2)Assumes no exercise of the underwriters’ option to purchase additional shares of common stock. The underwriters may also exercise their option to purchase up to an additional $21,000,000 of shares of common stock from us, at thepublic offering price, less the underwriting discounts and commissions, for 30 days after the date of this prospectus supplement. If theunderwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $million, andthe total proceeds to us, before expenses, will be $million. See “Underwriting” for more information. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of the securities to be offered under this prospectus supplement or determined if this prospectus supplement orthe accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The shares of common stock will be ready for delivery on or about, 2025. TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiWHERE YOU CAN FIND MORE INFORMATIONS-ivINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-ivSUMMARYS-1THE OFFERINGS-3RISK FACTORSS-5USE OF PROCEEDSS-9DIVIDEND POLICYS-10DESCRIPTION OF THE CONCURRENT CONVERTIBLE NOTES OFFERINGS-11DILUTIONS-12DESCRIPTION OF CAPITAL STOCKS-14UNDERWRITINGS-22LEGAL MATTERSS-29EXPERTSS-29ProspectusABOUT 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 MATTERS25EXPERTS25 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which contains the terms of this offering of ourcommon stock and also adds, updates and changes information contained in the accompanying prospectus a