{"url_path":"/sec/cgctw/8-k/2026-06-10/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 (f) of Form 8-K states that","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-072433-index.html","accession_number":"0001104659-26-072433","cik":"0002049662","ticker":"FAC","issuer_name":"Factorial Energy Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-072433-index.html","primary_entity_key":"0002049662","primary_entity_name":"Factorial Energy Inc."},"word_count":3324,"has_tables":true,"body_markdown":"Item 2.01(f) of Form 8-K states that\nif a predecessor registrant was a “shell company” (as defined in Rule 12b-2 under the Exchange Act), as PubCo was immediately\nbefore the consummation of the Business Combination, then the registrant must disclose the information that would be required if the registrant\nwere filing a general form for registration on Form 10. As a result of the consummation of the Business Combination, PubCo ceased\nto be a shell company. Accordingly, PubCo is providing the information below that would otherwise be included in a Form 10 if it\nwere to file a Form 10. Note that the information provided below relates to PubCo after the consummation of the Business Combination,\nunless otherwise specifically indicated or the context otherwise requires.\n\n \n\nOn the Closing Date and after the consummation\nof the Business Combination, CGC became a holding company whose only assets consist of equity interests in Factorial, its wholly-owned\nsubsidiary.\n\n \n\n**Forward-Looking Statements**\n\n \n\nCertain statements included in this Current Report\nand the exhibits hereto that are not historical facts are forward-looking statements. Forward-looking statements generally are accompanied\nby words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”\n“intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,”\n“seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future\nevents or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements\nregarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; expectations and timing\nrelated to the success, cost and timing of product development activities; financing and other business milestones; and potential benefits\nof the Business Combination. These statements are based on various assumptions, whether or not identified in this Current Report, and\non the current expectations of PubCo’s management and are not predictions of actual performance. These forward-looking statements\nare provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee,\nan assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible\nto predict and may differ from assumptions. Many actual events and circumstances are beyond the control of PubCo. These forward-looking\nstatements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial,\npolitical, and legal conditions; economic uncertainty and capital markets disruption, which has been significantly impacted by a new U.S.\npresidential administration and accompanying regulatory activities and economic policies and events related thereto, ongoing military\nconflicts and geopolitical instability and inflation and interest rates; failure to realize the anticipated benefits of the Business Combination;\nthe ability to maintain the listing of the PubCo Series A Common Stock on Nasdaq; future financial performance of PubCo following\nthe Business Combination; international trade disputes, including threatened or implemented tariffs by the U.S. and threatened or implemented\ntariffs by foreign countries in retaliation; the effects of competition on PubCo’s future business; PubCo’s limited operating\nhistory; risks associated with PubCo’s efforts to commercialize its products; PubCo’s ability to maintain its existing agreements\nwith third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; the impact of competing products\non PubCo’s business; intellectual property-related claims; PubCo’s dependence upon its key personnel and ability to attract\nand retain such personnel and additional qualified personnel; and PubCo’s ability to source the raw materials for its products.\n\n \n\nThese and other factors that could cause actual\nresults to differ from those implied by the forward-looking statements in this Current Report and in any document incorporated by reference\nherein are more fully described in the Proxy Statement/Prospectus in the section titled “*Risk Factors*.” Such risk factors\nare not exhaustive. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can PubCo assess\nthe impact of all such risk factors on its business, or the extent to which any factor or combination of factors may cause actual results\nto differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to PubCo or to\npersons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. PubCo undertakes no obligations\nto update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except\nas required by law.\n\n \n\n**Business**\n\n \n\nThe business of PubCo is described in the Proxy\nStatement/Prospectus in the section titled “*Information about Factorial*,” which is incorporated herein by reference.\n\n \n\n \n\n \n\n**Risk Factors**\n\n \n\nThe risk factors related to the business and operations\nof PubCo are described in the Proxy Statement/Prospectus in the section titled “*Risk Factors*,” which is incorporated\nherein by reference.\n\n \n\n**Financial Information**\n\n \n\n*Historical Audited Financial Statements*\n\n \n\nThe audited financial statements of Factorial\nas of and for the years ended December 31, 2025 and 2024 are included in the Proxy Statement/Prospectus beginning on page F-25,\nand are incorporated herein by reference.\n\n \n\n*Historical Unaudited Condensed Financial Statements*\n\n \n\nThe unaudited condensed financial statements as\nof and for the three months ended March 31, 2026 and 2025 of Factorial are set forth in Exhibit 99.1 hereto and are incorporated\nherein by reference. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles and\npursuant to the regulations of the Commission. The unaudited condensed financial information reflects, in the opinion of management, all\nadjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of Factorial’s financial position,\nresults of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily\nindicative of results that may be expected for the full year.\n\n \n\nThese unaudited condensed financial statements\nshould be read in conjunction with the audited financial statements of Factorial as of and for the years ended December 31, 2025\nand December 31, 2024, and the related notes included in the Proxy Statement/Prospectus and the section titled “*Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations of Factorial*” included herein and incorporated by reference.\n\n \n\nReference is further made to the disclosure contained\nin CGC’s Quarterly Report on [Form 10-Q](https://www.sec.gov/ix?doc=/Archives/edgar/data/2049662/000110465926062778/tmb-20260331x10q.htm) for the quarterly period ended March 31, 2026 and filed with the Commission on\nMay 15, 2026 (“CGC’s 10-Q”), including the unaudited condensed consolidated financial statements as of and for\nthe three months ended March 31, 2026 and 2025, and related notes, which is incorporated herein by reference.\n\n \n\n**Management’s Discussion and Analysis of Financial Condition\nand Results of Operations**\n\n \n\nManagement’s discussion and analysis of\nthe financial condition and results of operation of Factorial for the years ended December 31, 2025 and 2024 is included in the Proxy\nStatement/Prospectus in the section titled “*Management’s Discussion and Analysis of Financial Condition and Results of\nOperations of Factorial*,” which is incorporated herein by reference. Management’s discussion and analysis of the financial\ncondition and results of operations of Factorial for the three months ended March 31, 2026 and 2025 is set forth in Exhibit 99.3\nhereto and is incorporated herein by reference.\n\n \n\nManagement’s discussion and analysis of\nfinancial condition and results of operations of CGC for the three months ended March 31, 2026 is described in CGC’s Form 10-Q\nin the section titled “*Management’s Discussion and Analysis of Financial Condition and Results of Operations,*”\nwhich is incorporated herein by reference.\n\n \n\n**Qualitative and Quantitative Disclosures about Market Risk**\n\n \n\nAs a “smaller reporting company,” PubCo is not required\nto provide this information.\n\n \n\n**Properties**\n\n \n\nThe properties of PubCo are described in the Proxy\nStatement/Prospectus in the section titled “*Information about Factorial - Facilities*,” which is incorporated herein\nby reference.\n\n \n\n \n\n \n\n**Security Ownership of Certain Beneficial Owners and Management**\n\n \n\nThe following table sets forth information regarding\nthe beneficial ownership of the PubCo Common Stock following consummation of the Business Combination by:\n\n \n\n·each person known by PubCo to be the beneficial owner of more than 5% of\nthe PubCo Series A Common Stock immediately following the consummation of the Business Combination;\n\n \n\n·each of the named executive officers and directors of PubCo; and\n\n \n\n·all of the executive officers and directors of PubCo as a group after the\nconsummation of the Business Combination.\n\n \n\nBeneficial ownership is determined in accordance\nwith the rules and regulations of the Commission. A person is a “beneficial owner” of a security if that person has or\nshares “voting power”, which includes the power to vote or to direct the voting of the security, or “investment power”,\nwhich includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers within 60\ndays. Unless otherwise indicated, PubCo believes that all persons named in the table below have sole voting and investment power with\nrespect to the voting securities beneficially owned by them.\n\n \n\nThe beneficial ownership of the PubCo Common Stock\nis based on 91,510,501 shares of PubCo Series A Common Stock and 15,512,744 shares of PubCo Series B Common Stock issued and\noutstanding as of the Closing Date.\n\n \n\n**Beneficial Owner(1)** \nPubCo Series A\n\nCommon Stock  \nPubCo Series B\n\nCommon Stock  \nTotal PubCo Common\n\nStock \n\n  \nNumber  \n%  \nNumber  \n%  \nNumber  \n% \n\nSiyu Huang(2) \n 6,085,121  \n 6.2% \n 15,512,744  \n 100% \n 21,597,865  \n 19.1%\n\nAlex Yu(3) \n 6,085,121  \n 6.2% \n 15,512,744  \n 100% \n 21,597,865  \n 19.1%\n\nJason Duva(4) \n 834,038  \n *  \n —  \n —  \n 834,038  \n * \n\nJoseph Taylor(5) \n 3,869,152  \n 4.1% \n —  \n —  \n 3,869,152  \n 3.5%\n\nUwe Keller \n —  \n —  \n —  \n —  \n —  \n — \n\nLiad Meidar(6) \n 3,025,950  \n 3.3% \n —  \n —  \n 3,025,950  \n 2.8%\n\nDieter Zetsche(7) \n 1,133,709  \n 1.2% \n —  \n —  \n 1,133,709  \n 1.1%\n\nJon Nelson \n —  \n —  \n —  \n —  \n —  \n — \n\nAll Current Directors and Executive Officers as a Group (9 individuals)(8) \n 15,865,298  \n 15.3% \n 15,512,744  \n 100% \n 31,378,042  \n 26.4%\n\n5% Stockholders \n    \n    \n    \n    \n    \n   \n\nWAVE Equity Fund, L.P.(9) \n 11,474,452  \n 12.5% \n —  \n —  \n 11,474,452  \n 10.7%\n\nMercedes-Benz Corporate Investments LLC(10) \n 8,669,995  \n 9.5% \n —  \n —  \n 8,669,995  \n 8.1%\n\nStellantis Europe S.p.A(11) \n 8,669,995  \n 9.5% \n —  \n —  \n 8,669,995  \n 8.1%\n\nSponsor, DirectorCo and Pangaea Three-B, LP(12) \n 8,460,168  \n 9.2% \n —  \n —  \n 8,460,168  \n 7.9%\n\n \n\n*    Represents\nbeneficial ownership of less than 1%.\n\n \n\n(1)Unless otherwise noted, the business address of each of the individuals and entities listed in the table above is c/o Factorial Energy\nInc., 805 Middlesex Turnpike, Billerica, MA 01821.\n\n \n\n(2)Reflects (i) 7,762,710 shares of PubCo Series B Common Stock, all of which are held by trusts of which Dr. Huang serves\nas investment trustee, (ii) 4,090,616 shares of PubCo Series A Common Stock underlying PubCo Options vested or to be vested\nand exercisable within 60 days of the Closing Date, (iii) 7,750,034 shares of PubCo Series B Common Stock held by Dr. Yu\nand his affiliated entities, and (iv) 1,994,505 shares of PubCo Series A Common Stock underlying PubCo Options vested or to\nbe vested and exercisable within 60 days of the Closing Date held by Dr. Yu.\n\n \n\n(3)Reflects (i) 7,750,034 shares of PubCo Series B Common Stock, of which 366,840 are held by Dr. Yu and 7,383,194 are\nheld by a trust of which Dr. Yu serves as investment trustee, (ii) 1,994,505 shares of PubCo Series A Common Stock underlying\nPubCo Options vested or to be vested and exercisable within 60 days of the Closing Date and (iii) 7,762,710 shares of PubCo Series B\nCommon Stock and 4,090,616 shares of PubCo Series A Common Stock underlying PubCo Options vested or to be vested and exercisable\nwithin 60 days of the Closing Date, each held by Dr. Huang and her affiliated entities.\n\n \n\n \n\n \n\n(4)Reflects (i) 44,681 shares of PubCo Series A Common Stock and (ii) 789,357 shares of PubCo Series A Common Stock\nunderlying PubCo Options vested or to be vested and exercisable within 60 days of the Closing Date.\n\n \n\n(5)Reflects (i) 23,041 shares of PubCo Series A Common Stock and (ii) 3,846,111 shares of PubCo Series A Common Stock\nunderlying PubCo Options vested or to be vested and exercisable within 60 days of the Closing Date.\n\n \n\n(6)Reflects 3,025,950 shares of PubCo Series A Common Stock, which consists of (i) 761,964\nshares held by Mr. Meidar, (ii) 446,782 shares held by trusts of which Mr. Meidar serves as investment trustee, (iii)\n556,193 shares held by Elm Tree Investments LLC, of which Mr. Meidar is the manager, (iv) 1,152,137 shares held by Gatemore\nSpecial Opportunities Fund, of which Mr. Meidar is the portfolio manager, and (v) 108,874 shares held by GVP Climate Fund\nI LP, of which Mr. Meidar has investment decision-making power as one of the managing members of the ultimate general partner\nof such fund.\n\n \n\n(7)Reflects (i) 230,427 shares of PubCo Series A Common Stock and (ii) 903,282 shares of PubCo Series A Common Stock\nunderlying PubCo Options vested or to be vested and exercisable within 60 days of the Closing Date, each held by memang GmbH of which\nMr. Zetsche is general manager.\n\n \n\n(8)Reflects 11,990,711 shares of PubCo Series A Common Stock underlying PubCo Options vested or to be vested and exercisable within\n60 days of the Closing Date.\n\n \n\n(9)Reflects (i) 10,584,189 shares of PubCo Series A Common Stock held by WAVE Equity Fund, L.P., (ii) 255,548 shares of\nPubCo Series A Common Stock held by WAVE AAC/LIO Co-Invest III, LLC, and (iii) 634,715 shares of PubCo Series A Common\nStock held by WAVE Factorial Energy I, LLC. WAVE AAC/LIO Co-Invest III, LLC, WAVE Factorial Energy I, LLC and WAVE Factorial Energy I,\nLLC (the “WAVE entities”) are managed by WAVE Equity Partners LLC, which may be deemed to be a beneficial owner of the shares\nheld or held by the WAVE entities. The address of WAVE Equity Fund, L.P., WAVE AAC/LIO Co-Invest III, LLC and WAVE Factorial Energy I,\nLLC is 67 Batterymarch St, Suite 500, Boston, MA 02110.\n\n \n\n(10)Reflects 8,669,995 shares of PubCo Series A Common Stock held by Mercedes-Benz Corporate Investments LLC. The address of Mercedes-Benz\nCorporate Investments LLC is 35555 W. Twelve Mile Rd., St. 100, Farmington Hills, MI 48331.\n\n \n\n(11)Reflects (i) 8,234,493 shares of PubCo Series A Common Stock held by Stellantis Europe S.p.A and (ii) 435,502 shares\nof PubCo Series A Common Stock held by Stellantis Ventures B.V. Stellantis Europe S.p.A. and Stellantis Ventures B.V. are both wholly\nowned subsidiaries of Stellantis N.V., which may be deemed to be a beneficial owner of the shares held by Stellantis Europe S.p.A. and\nStellantis Ventures B.V. The address of Stellantis Europe S.p.A. is Corso Giovanni Agnelli 200, 10135 Turin (Torino), Italy.\n\n \n\n(12)\nReflects 5,710,000 shares of PubCo Series A Common Stock held by Sponsor, 100,000 shares of PubCo Series A Common Stock held by CGC III Sponsor DirectorCo (“DirectorCo”) and 2,648,298 shares of PubCo Series A Common Stock held by Pangaea Three-B, LP (“Pangaea”). Excludes 4,400,000 PubCo Private Warrants held by Sponsor and 324,120 PubCo Public Warrants held by Pangaea, each of which are exercisable for PubCo Series A Common Stock within 60 days of the Closing Date. The warrants contain an issuance limitation that prohibits the holder from exercising the warrants to the extent that after giving effect to such issuance after the exercise, the holder (together with the holder’s affiliates and any other person acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.9% of the outstanding shares of PubCo Series A Common Stock immediately after giving effect to the issuance of the shares issuable upon exercise of the warrants. Pangaea is the sole member of Sponsor and is controlled by Peter Yu. Mr. Yu disclaims beneficial ownership of the securities held by Sponsor, DirectorCo and Pangaea, except to the extent of his pecuniary interest therein. The address of each of Sponsor, DirectorCo and Pangaea is 505 Fifth Avenue, 15th Floor, New York, NY 10017.\n\n \n\n**Directors and Executive Officers**\n\n \n\nThe directors and executive officers of PubCo\nafter the consummation of the Business Combination are described in the Proxy Statement/Prospectus in the section titled “*Management\nof PubCo Following the Business Combination*,” which is incorporated herein by reference.\n\n \n\n**Committees of the Board of Directors**\n\n \n\nInformation with respect to the committees of\nthe PubCo Board is set forth in the Proxy Statement/Prospectus in the section titled “*Management of PubCo Following the Business\nCombination - Board Committees*,” which is incorporated herein by reference.\n\n \n\n \n\n \n\n**Executive Compensation**\n\n \n\nA description of the compensation of the named\nexecutive officers of PubCo is set forth in the Proxy Statement/Prospectus in the section titled “*Executive and Director Compensation\nof Factorial*,” which is incorporated herein by reference.\n\n \n\nReference is made to the disclosure set forth\nabove in Item 1.01 of this Current Report under the headings “*Factorial Energy Inc. 2026 Equity Incentive Plan*” and\n“*Factorial Energy Inc. 2026 Employee Stock Purchase Plan*,” which is incorporated herein by reference.\n\n \n\n**Director Compensation**\n\n \n\nA description of the compensation of the directors\nof PubCo is set forth in the Proxy Statement/Prospectus in the section titled “*Executive and Director Compensation of Factorial\n- Non-Employee Director Compensation Policy*,” which is incorporated herein by reference.\n\n \n\n**Certain Relationships and Related Party Transactions, and Director\nIndependence**\n\n \n\nCertain relationships and related party transactions\nare described in the Proxy Statement/Prospectus in the section titled “*Certain Relationships and Related Persons Transactions*,”\nwhich is incorporated herein by reference.\n\n \n\nReference is also made to the disclosure regarding\nthe independence of the directors of PubCo in the section of the Proxy Statement/Prospectus titled “*Management of PubCo Following\nthe Business Combination - Director Independence*” and the description of the indemnification agreements under Item 1.01 of this\nCurrent Report, both of which are incorporated herein by reference.\n\n \n\n**Legal Proceedings**\n\n \n\nReference is made to the disclosure regarding\nlegal proceedings in the sections of the Proxy Statement/Prospectus titled “*Information about CGC - Legal Proceedings*”\nand “*Information about Factorial - Legal Proceedings*,” which are incorporated herein by reference.\n\n \n\n**Market Price and Dividends on the Registrant’s Common Equity\nand Related Stockholder Matters**\n\n \n\n*Market Information and Holders*\n\n \n\nCGC Class A Shares historically traded on\nthe Nasdaq under the symbol “CGCT”. On June 4, 2026, each CGC Class A Share was reclassified into PubCo Series A\nCommon Stock, which began trading on the Nasdaq under the new trading symbol “FAC”.\n\n \n\nAs of the Closing Date and following the completion\nof the Business Combination, PubCo had 91,510,501 shares of PubCo Series A Common Stock and 15,512,744 shares of PubCo Series B\nCommon Stock issued and outstanding.\n\n \n\n*Dividends*\n\n \n\nUnder the PubCo Certificate of Incorporation (the\n“PubCo Charter”), holders of PubCo Common Stock are entitled to receive ratable dividends, if any, as may be declared from\ntime-to-time by the PubCo Board out of legally available assets or funds. Any payment of cash dividends in the future will be dependent\nupon PubCo’s revenues and earnings, if any, capital requirements and general financial conditions. In no event will any stock dividends\nor stock splits or combinations of stock be declared or made on PubCo Common Stock unless the shares of PubCo Common Stock at the time\noutstanding are treated equally and identically.\n\n \n\n**Recent Sales of Unregistered Securities**\n\n \n\nReference is made to the disclosure set forth\nbelow under Item 3.02 of this Current Report concerning the issuance and sale by PubCo of certain unregistered securities, which is incorporated\nherein by reference.\n\n \n\n \n\n \n\n**Description of Registrant’s Securities to be Registered**\n\n \n\nThe description of the securities of PubCo is\nincluded in the Proxy Statement/Prospectus in the section titled “*Description of PubCo Securities*,” which is incorporated\nherein by reference.\n\n \n\n**Indemnification of Directors and Officers**\n\n \n\nThe disclosure set forth in Item 1.01 of this\nCurrent Report under the section titled “Indemnification Agreements” is incorporated herein by reference.\n\n \n\nAdditional information regarding indemnification\nand limitation of liability of the directors and officers of PubCo is set forth in the Proxy Statement/Prospectus in the section titled\n“*Comparison of Governance and Shareholder Rights - Indemnification of Directors and Officers and - Limited Liability of Directors*,”\nwhich are incorporated herein by reference.\n\n \n\n**Financial Statements and Supplementary Data**\n\n \n\nThe information set forth under Item 9.01 of this Current Report is\nincorporated herein by reference.\n\n \n\n**Changes in and Disagreements with Accountants on Accounting and\nFinancial Disclosure**\n\n \n\nThe information set forth under Item 4.01 of this Current Report is\nincorporated herein by reference.\n\n \n\n**Financial Statements and Exhibits**\n\n \n\nThe information set forth under Item 9.01 of this Current Report is\nincorporated herein by reference."}