T1能源有限公司美股招股说明书(2026-01-21版)

T1 Energy Inc. 7,274,704 Shares of Common StockWarrant to Purchase 7,000,000 Shares of Common Stock This prospectus supplement relates to the resale of 14,274,704 shares of T1 Energy Inc. (the “Company,” “we”, “our”, “us”,“T1 Energy”) common stock, par value $0.01 per share (the “common stock”), and a warrant to purchase 7,000,000 shares of commonstock at a purchase price of $0.01 per share (the “Warrant”) by the selling securityholders named in this prospectus supplement(collectivelywith any pledgees,donees,transferees,assignees,successors and other permitted transferees,the“SellingSecurityholders”). The shares of common stock registered for resale pursuant to this prospectus supplement consist of (i) 3,000,000shares of common stock that were issued to Trina Solar (Schweiz) AG (“Trina”) in a private placement on December 30, 2025, (ii)4,274,704 shares of common stock that were issued to Trina in a private placement on January 21, 2026 and (iii) 7,000,000 shares ofcommon stock which may be issued upon the exercise of the Warrant issued to Stellar Hann Investment Ltd. (“Stellar Hann”) in a The Selling Securityholders will pay or assume all underwriting discounts, selling commissions and other expenses, if any,incurred in connection with their sale of the Securities. However, we will receive the proceeds of any cash exercise of the Warrant. Wehave agreed to pay certain expenses in connection with the registration statement of which this prospectus supplement forms a part and We are registering the Securities in order to permit the Selling Securityholders to offer the Securities for resale from time totime. Our registration of the Securities covered by this prospectus supplement does not mean that the Selling Securityholders will offer The Selling Securityholders may sell, transfer or otherwise dispose of all or a portion of the Securities publicly or throughprivate transactions at fixed prices, prevailing market prices or at negotiated prices, or at market prices prevailing at the time of sale. The common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “TE.” On January 20, 2026,the last reported sale price of the common stock was $8.28 per share. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK AND YOU SHOULD READ THISPROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS AND THE DOCUMENTS INCORPORATED ORDEEMED INCORPORATED BY REFERENCE INTO THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying The date of this prospectus supplement is January 21, 2026. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of an automatic registration statement on Form S-3that we filed with the SEC utilizing a “shelf” registration process as a “well-known seasoned issuer,” as defined in Rule 405 under theSecurities Act of 1933, as amended (the “Securities Act”). Under this process, the Selling Securityholders named in this prospectussupplement may sell the Securities from time to time. The exhibits to the registration statement of which this prospectus supplement isa part and documents incorporated by reference herein contain the full text of certain contracts and other important documents that wehave summarized in this prospectus supplement and the accompanying prospectus. Since these summaries may not contain all theinformation that you may find important in deciding whether to acquire or purchase Securities offered by this prospectus supplement, Generally, when we refer to this “prospectus supplement,” we are referring to both this prospectus supplement and theaccompanying prospectus, as well as the documents incorporated by reference herein and therein. To the extent that any statement thatwe make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents The Selling Securityholders may offer the Securities directly or through one or more broker-dealers or agents. See “Plan of Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make anyrepresentations other than those contained in this prospectus supplement prepared by or on behalf of us or to which we have referredyou. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. The information contained in this prospectus supplement is accurate only as of its respective We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference in this prospectus supplement were made solely for the benefit of the parties to suchagreement, including, in