T1 Energy Inc美股招股说明书(2025-12-15版)

We are offering $140,000,000 principal amount of our 5.25% Convertible Senior Notes due 2030 (the “notes”). The notes willbear interest at a rate of 5.25% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1,2026. The notes will mature on December 1, 2030, unless earlier repurchased, redeemed or converted. Holders may convert all or any portion of their notes at their option at any time prior to the close of business on the businessday immediately preceding September 1, 2030 only under the following circumstances: (1) during any calendar quarter commencingafter the calendar quarter ending on March 31, 2026 (and only during such calendar quarter), if the last reported sale price of ourcommon stock, par value $0.01 per share (the “common stock”), for at least 20 trading days (whether or not consecutive) during aperiod of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter isgreater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after anyten consecutive trading day period (the “measurement period”) in which the trading price (as defined herein) per $1,000 principalamount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of ourcommon stock and the conversion rate on each such trading day; (3) if we call such notes for redemption, at any time prior to the closeof business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the notes calledfor redemption; or (4) upon the occurrence of specified corporate events. On or after September 1, 2030 until the close of business onthe business day immediately preceding the maturity date, holders may convert their notes at any time. Upon conversion, we will payand/or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at ourelection, as described in this prospectus supplement. The conversion rate will initially be 144.3001 shares of common stock per $1,000 principal amount of notes (equivalent to aninitial conversion price of approximately $6.93 per share of common stock). The conversion rate will be subject to adjustment in someevents but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events described elsewherein this prospectus supplement that occur prior to the maturity date, or if we deliver a notice of redemption, we will, in certaincircumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or toconvert its notes called for redemption in connection with notice of redemption, as the case may be. We may not redeem the notes prior to December 6, 2028. We may redeem for cash all or any portion of the notes (subject to apartial redemption limitation described in this prospectus supplement), at our option, on or after December 6, 2028 and prior to the41st scheduled trading day immediately preceding the maturity date, but only if the last reported sale price of our common stock hasbeen at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the tradingday immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period endingon, and including, the trading day immediately preceding the date on which we provide the related notice of redemption. In the case ofany redemption, the redemption price will be equal to 100% of the principal amount of the notes to be redeemed,plusaccrued andunpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes. If we undergo a fundamental change, then, except as described in this prospectus supplement, holders may require us torepurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount ofthe notes to be repurchased,plusaccrued and unpaid interest to, but excluding, the fundamental change repurchase date. The notes will be our senior unsecured obligations and will rank senior in right of payment to any of our indebtedness that isexpressly subordinated in right of payment to the notes; equal in right of payment to any of our senior unsecured indebtedness that isnot so subordinated; effectively junior to any of our secured indebtedness, to the extent of the value of the assets securing suchindebtedness; and structurally subordinated to all indebtedness and other liabilities (including trade payables) of our subsidiaries. We do not intend to apply to list the notes on any securities exchange or any automated dealer quotation system. Our commonstock is listed on The New York Stock Exchange (the “NYSE”) under the symbol “TE.” The