SCHEDULE: Alussa Energy Sponsor Exits T1 Energy 5% Stake

Alussa Energy Sponsor LLC and William Richard Anderson have filed an exit Schedule 13D/A, reporting their beneficial ownership in T1 Energy Inc. has fallen below 5% following a convertible note conversion.

Summary

• This filing is Amendment No. 2 to the Schedule 13D for T1 Energy Inc. (formerly FREYR Battery), filed jointly by Alussa Energy Sponsor LLC (the "Sponsor") and William Richard Anderson.
• The filing serves as an "exit filing" for the Reporting Persons, as their beneficial ownership in T1 Energy Inc. fell below the 5% threshold as of December 10, 2025.
• This change in ownership resulted from the conversion of an $80.0 million seven percent (7%) unsecured convertible note held by Trina Solar (Schweiz) AG.
• On September 5, 2025, 12,521,653 shares were issued to Trina Solar as part of a partial conversion of the note.
• Following stockholder approval on December 3, 2025, the remaining balance of the convertible note converted into an additional 17,918,460 shares, which were issued to Trina Solar on December 10, 2025.
• As of the filing date, Alussa Energy Sponsor LLC beneficially owns 11,151,357 shares, representing approximately 4.0% of the issued and outstanding shares of T1 Energy Inc.
• William Richard Anderson beneficially owns 11,718,357 shares, representing approximately 4.2% of the issued and outstanding shares, which includes the shares held by the Sponsor, 50,000 restricted stock units, and 517,000 warrants directly held by him.
• Mr. Anderson disclaims beneficial ownership of the shares held by the Sponsor, except to the extent of his pecuniary interest therein.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive for T1 Energy Inc. as it signifies the conversion of debt to equity, strengthening the balance sheet, though it also marks a reduction in a key sponsor's stake.

Positives

• The conversion of the $80.0 million convertible note into equity reduces T1 Energy Inc.'s debt obligations, strengthening its balance sheet.
• T1 Energy Inc. successfully obtained stockholder approval for the second conversion of the note, indicating shareholder support for the capital restructuring.

Negatives

• Alussa Energy Sponsor LLC and William Richard Anderson have reduced their beneficial ownership below the 5% threshold, indicating a decreased stake and potentially reduced influence in T1 Energy Inc.

Risks

• No specific new risks are mentioned in this amendment; the filing primarily details changes in beneficial ownership and capital structure.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance from the company, focusing instead on historical ownership changes and the completion of a debt-to-equity conversion.

Management Comments

• "Mr. Anderson disclaims beneficial ownership of the Shares held by the Sponsor, except to the extent of his pecuniary interest therein."
• "The Reporting Persons disclaim beneficial ownership of the securities reported herein, and neither the filing of this Schedule 13D nor any of its content shall be construed as an admission of such beneficial ownership."

Industry Context

StockSavvy.ai notes that the conversion of a significant convertible note into equity, as seen with Trina Solar, is a common financing strategy for growth-stage companies like T1 Energy Inc. (formerly FREYR Battery, which operates in the battery/energy sector). This move typically strengthens the balance sheet by reducing debt, but it also dilutes existing shareholders. The exit of a founding sponsor below the 5% threshold, while not necessarily negative, signals a shift in the ownership structure and potentially the influence of early-stage investors.

Comparison to Industry Standards

• StockSavvy.ai observes that the conversion of a $80.0 million convertible note to equity is a substantial transaction, comparable to financing rounds seen in other emerging energy technology companies. For instance, similar debt-to-equity conversions have been utilized by companies like QuantumScape (QS) or Solid Power (SLDP) in the battery technology space to manage debt and secure long-term capital, albeit often with different investor profiles.
• The resulting dilution from issuing over 30 million shares to Trina Solar is a significant event, and its impact on per-share metrics will need to be evaluated against industry peers who have undergone similar capital restructuring, such as those in the EV battery supply chain.
• The reduction of Alussa Energy Sponsor LLC's stake below 5% is a common occurrence as companies mature and their capital structure evolves, often leading to a broader institutional investor base rather than concentrated early-stage sponsor ownership.

Management Changes

Corporate Governance

Legal Proceedings

• None of the Reporting Persons or persons identified in Annex A have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past five years.
• None of the Reporting Persons or persons identified in Annex A have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws in the past five years.

Stakeholder Impact

• Shareholders: Existing shareholders experienced dilution due to the issuance of over 30 million new shares to Trina Solar. The reduction in the Sponsor's stake below 5% may alter the influence of early investors.
• Creditors: The conversion of the $80.0 million convertible note reduces the company's debt obligations, potentially improving its credit profile.

Key Dates

Recommendation

The filing indicates a significant debt-to-equity conversion, which is generally positive for the company's balance sheet by reducing liabilities. However, it also involves substantial dilution for existing shareholders and marks the exit of a key sponsor below the 5% beneficial ownership threshold. While the debt reduction is a positive, the dilution and change in ownership structure warrant a 'hold' recommendation as investors assess the long-term implications of these capital structure changes and the strategic direction without the same level of sponsor influence.

Keywords

T1 Energy Inc., Alussa Energy Sponsor LLC, William Richard Anderson, Schedule 13D/A, Beneficial Ownership, Convertible Note, Trina Solar, Share Conversion, Exit Filing, SEC Filing, Corporate Governance, Debt Conversion