T1 Energy Acquires $133 Million Intellectual Property Portfolio From Evervolt Green Energy

Intellectual Property Purchase Transforms Licensing Structure

T1 Energy Inc. has acquired all intellectual property and proprietary rights previously licensed from Evervolt Green Energy Holding Pte, Ltd., a private company organized under Singapore law, pursuant to an intellectual property purchase agreement dated July 28, 2026. The acquired intellectual property comprises materials that had been licensed to the company and one of its subsidiaries under two existing license agreements: an IP License Agreement dated December 23, 2024 (as amended December 29, 2025), and an Intellectual Property License Agreement dated July 16, 2024 (as amended December 23, 2024, and December 29, 2025). Both existing licenses were terminated with immediate effect upon closing of the transaction.

This acquisition represents a strategic shift from a licensing model to direct ownership of the intellectual property portfolio. By purchasing rather than licensing the IP, T1 Energy eliminates ongoing licensing obligations and establishes permanent ownership of the acquired assets. The transaction was enabled by T1 Energy's exercise of a call option that had been granted to the company under a call option letter agreement dated July 27, 2026. The company had previously paid US$2,000,000 as an option premium in consideration for the grant of this call option.

Four-Tranche Payment Structure Extends Through October 2026

The aggregate purchase price for the acquired intellectual property and related assets totals US$133,000,000, payable in four separate tranches over a three-month period. The first tranche of US$60,000,000 is due three business days after the closing date, which corresponds to early August 2026. The second tranche of US$25,000,000 is scheduled for payment on September 30, 2026, followed by a third tranche of US$30,000,000 on October 15, 2026, and a final fourth tranche of US$18,000,000 on October 30, 2026.

Each tranche payment offers flexibility in the form of consideration. T1 Energy may elect to pay any portion in cash, through the issuance of common stock, or through any combination thereof as mutually agreed between the company and the seller. The company has indicated that it currently intends to pay the first tranche through the issuance of common stock. This flexible payment approach allows T1 Energy to manage its cash position while potentially leveraging its equity valuation to complete the acquisition.

Common Stock Issuance Terms and Equity Considerations

Any shares of common stock issued to Evervolt Green Energy in satisfaction of the purchase price will be designated as "Consideration Shares" and will be issued as restricted securities under applicable securities laws, bearing a customary restrictive legend. The number of Consideration Shares to be issued will be determined based on a 15% discount to the volume-weighted average price of T1 Energy's common stock during a 5-trading day observation period ending two business days prior to each issuance date.

However, the total number of Consideration Shares issued pursuant to the call option agreement is capped at 19.9% of the total number of shares of common stock issued and outstanding as of the date of the call option agreement. If the calculated number of Consideration Shares would exceed this 19.9% threshold, the remainder of the purchase price must be paid in cash. Additionally, the issuance of any Consideration Shares on any given payment date is contingent upon T1 Energy's receipt of official notice from the New York Stock Exchange approving such issuance. The company has committed to filing registration statements or prospectus supplements with the Securities and Exchange Commission within five business days following each payment date on which Consideration Shares are issued, to permit the seller to resell those shares.

Representations, Warranties and Seller-Specific Indemnification

The intellectual property purchase agreement contains customary representations and warranties from both parties addressing standard acquisition considerations. The seller has represented that it owns the acquired intellectual property and possesses valid title to all purchased assets. The seller has further warranted the validity and enforceability of the acquired intellectual property and the absence of any challenges to such intellectual property rights. Additionally, the seller has represented that there are no claims, liens, charges, encumbrances, or related legal proceedings affecting the purchased assets.

The agreement includes seller-specific indemnification provisions addressing intellectual property concerns. The seller has agreed to indemnify T1 Energy for third-party claims alleging that the acquired intellectual property infringes, misappropriates, or otherwise violates any third-party intellectual property rights. Both parties have agreed to mutual indemnification for third-party claims arising from retained liabilities, negligence or willful misconduct, or material breach of the agreement. The seller has also represented its status as a non-specified foreign entity as defined under the Internal Revenue Code and has represented general compliance with applicable law.

Post-Closing Obligations and IP Recordation Requirements

The seller has undertaken to effect all necessary changes of ownership and recordals with respect to the acquired intellectual property to evidence the sale and transfer of rights to T1 Energy. The seller has agreed to take all steps and provide cooperation and assistance to the company as may be reasonably necessary to perfect the assignment of the purchased assets. The filing states that these obligations must be completed within 30 days of the closing date, providing a defined timeline for the seller to fully transfer ownership documentation and ensure that all relevant intellectual property offices and registries reflect T1 Energy as the new owner of the intellectual property portfolio.

This post-closing cooperation provision is particularly important for intellectual property transactions, as effective ownership transfer often requires updates to patent offices, trademark registries, domain registrations, and other intellectual property databases. By establishing a 30-day completion requirement, the agreement ensures that T1 Energy can assert full ownership rights and prevent any lingering ambiguity regarding intellectual property ownership that might complicate the company's ability to license, enforce, or monetize the acquired assets.

Foreign Entity Status and Tax Considerations

The seller, Evervolt Green Energy Holding Pte, Ltd., is a private company organized under the laws of Singapore. The agreement includes a specific representation from the seller regarding its status as a non-specified foreign entity as defined pursuant to Section 7701(a)(51)(B) and Section 7701(a)(51)(C) of the Internal Revenue Code of 1986, as amended. This representation addresses important U.S. tax and regulatory considerations that may apply to the transaction and to the eventual issuance of restricted common stock to the seller.

The explicit inclusion of this foreign entity status representation suggests that T1 Energy has given careful consideration to the tax implications of acquiring intellectual property from a foreign party and issuing restricted equity securities to that foreign party. The representation ensures that the parties have aligned on the seller's tax classification in the United States, which may affect withholding requirements, reporting obligations, and the treatment of the transaction under U.S. tax law.

Absence of Third-Party Intellectual Property Claims

The seller has represented that there is an absence of third-party infringement, misappropriation, and violation claims with respect to the acquired intellectual property. This representation provides T1 Energy with assurance that the acquired intellectual property does not infringe upon rights held by third parties and that the seller has not been subject to claims asserting that the acquired IP violates third-party intellectual property rights. Such representations are fundamental to intellectual property acquisitions, as they establish a baseline expectation regarding the cleanness of title to the assets being acquired.

The combination of these representations regarding the absence of third-party claims and the seller's specific indemnity obligation for infringement claims creates a layered protection for T1 Energy. The representations provide the company with a contractual foundation for asserting that the seller has warranted the absence of such claims as of the closing date, while the indemnity obligates the seller to defend and hold harmless the company should any such claims subsequently emerge. This structure is common in intellectual property transactions and addresses one of the primary risks associated with acquiring IP assets.

Securities Law Compliance and Registration Requirements

The Consideration Shares to be issued by T1 Energy to the seller will be issued without registration under the Securities Act of 1933, as amended, consistent with available exemptions from registration. These shares will be issued as restricted securities bearing a customary restrictive legend, reflecting their status as unregistered securities subject to resale limitations. T1 Energy has undertaken to file registration statements or prospectus supplements covering the resale of the Consideration Shares by the seller within five business days following each payment date on which such shares are issued.

This registration obligation ensures that the seller will ultimately have a mechanism to resell the restricted securities without violating securities laws, while the time-bound filing requirement keeps T1 Energy on a defined regulatory schedule. The requirement for New York Stock Exchange approval prior to issuance of any Consideration Shares adds an additional procedural gate to equity issuances, ensuring that the exchange has approved the share issuances before they are completed. These compliance measures reflect T1 Energy's commitment to managing the equity issuance component of the transaction in accordance with applicable securities laws and stock exchange rules.

Complete Agreement Documentation and Incorporation by Reference

The disclosure notes that the foregoing description of the intellectual property purchase agreement and the call option agreement does not purport to be complete and is qualified in its entirety by reference to the full text of both agreements. The complete IP Purchase Agreement is filed as Exhibit 10.1 to this current report, and the Call Option Agreement is filed as Exhibit 10.2. Both documents are incorporated by reference into the report, providing investors and other stakeholders with access to the complete contractual terms governing the transaction.

The filing further notes that the agreements are not intended to provide factual information about T1 Energy or the seller beyond what is expressly stated in the agreements. The representations, warranties, and covenants contained in the agreements were made solely for purposes of the transaction, as of specific dates, and solely for the benefit of the contracting parties. These representations may be subject to limitations agreed upon by the parties and should not be construed as factual assertions about the company or seller beyond the specific context of the acquisition agreement. Investors reviewing the transaction should consult the full text of the agreements to understand any qualifications, limitations, or exceptions to the stated representations and warranties.