SEC Form 4 · accession 0001104659-26-071824

Factorial Energy Inc. · FAC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Peter Yu

Officer — Chairman and CEO · Director · 10% Owner

Pangaea Three-B, LP

10% Owner

CGC III Sponsor LLC

10% Owner

Period of report

Jun 5, 2026

Accepted (ET)

Jun 9, 2026 · 4:05 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0002049662

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Series A Common Stock^F1,F2	Jun 5, 2026	C	5,710,000	$0.00	A	5,710,000	D
Series A Common Stock^F1	Jun 5, 2026	C	100,000	$0.00	A	100,000	I	See footnote
Series A Common Stock^F3,F5	Jun 5, 2026	A	1,179,404	$10.42	A	1,179,404	I	See footnote
Series A Common Stock^F4,F5	Jun 5, 2026	A	1,468,894	$0.00	A	1,468,894	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B ordinary shares^F1,F2	—	Jun 5, 2026	C	5,710,000	D	—	—	Series A Common Stock	5,710,000	5,710,000	D
Class B ordinary shares^F1	—	Jun 5, 2026	C	100,000	D	—	—	Series A Common Stock	100,000	100,000	I
Class B ordinary shares^F6,F2	—	Jun 5, 2026	J	1,090,000	D	—	—	Series A Common Stock	1,090,000	0	D
Warrants^F2,F7	$11.50	holding	—	—	—	—	—	Series A Common Stock	4,400,000	4,400,000	D
Warrants^F5,F7	$11.50	holding	—	—	—	—	—	Series A Common Stock	324,120	324,120	I

Explanation of responses

F1The Class B ordinary shares are convertible for shares of Series A Common Stock as described in the Issuer's Registration Statement on Form S-4 (File No. 333-294663) (the "Registration Statement") and have no expiration date. On June 5, 2026, the Issuer consummated its initial business combination (the "Business Combination"). In connection with the Business Combination, 6,800,000 Class B ordinary shares held by CGC III Sponsor LLC (the "Sponsor") and 100,000 Class B ordinary shares held by CGC III Sponsor DirectorCo ("DirectorCo") converted into Series A Common Stock on a one-for-one basis.
F2Represents securities held by the Sponsor. Pangaea Three B, LP ("Pangaea") is the sole member of the Sponsor and is controlled by Peter Yu. Consequently, each of Pangaea and Mr. Yu may be deemed to share voting and dispositive control over the securities held by the Sponsor, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein.
F3These shares of Series A Common Stock were acquired by Pangaea in a private placement upon consummation of the Business Combination.
F4These shares of Series A Common Stock were acquired upon consummation of the Business Combination for no additional consideration.
F5Represents securities held by Pangaea. Pangaea is controlled by Peter Yu. Consequently, Mr. Yu may be deemed to share voting and dispositive control over the securities held by Pangaea, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by Pangaea, except to the extent of his pecuniary interest therein.
F6The Class B ordinary shares are convertible for shares of Series A Common Stock as described in the Issuer's Registration Statement and have no expiration date. On June 5, 2026, the Sponsor forfeited 1,090,000 Class B ordinary shares in connection with the consummation of the Business Combination.
F7Each warrant shall become exercisable on July 5, 2026, 30 days after the completion of the Business Combination as described in the Issuer's Registration Statement. Each warrant shall expire on June 5, 2031, five years after the completion of the Business Combination, or earlier upon redemption or liquidation, as described in the Issuer's Registration Statement.