{"url_path":"/sec/cgctw/8-k/2026-06-10/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 Material Modification to Rights","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":203,"has_tables":true,"body_markdown":"**Item 3.03. Material Modification to Rights\nof Security Holders**\n\n \n\nIn connection with the consummation of the Business\nCombination, CGC migrated and domesticated as a Delaware corporation, changed its name to “Factorial Energy Inc.” and adopted\nthe PubCo Charter and new bylaws (the “PubCo Bylaws”). Reference is made to the disclosure in the Proxy Statement/Prospectus\nin the sections titled “*Proposal No. 2 - The Domestication Proposal*,” “*Proposal No. 4 - Organizational\nDocuments Proposal*,” and “*Comparison of Corporate Governance and Shareholder Rights*,” which are incorporated\nherein by reference, and the disclosure set forth below in Item 5.03 of this Current Report, which is incorporated herein by reference.\nThis summary is qualified in its entirety by reference to the full text of the PubCo Charter and PubCo Bylaws, copies of which are attached\nas Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.\n\n \n\nAs disclosed below in Item 8.01, in accordance\nwith Rule 12g-3(a) under the Exchange Act, PubCo is the successor issuer to CGC and has succeeded to the attributes of CGC as\nthe registrant. In addition, the shares of PubCo Series A Common Stock, as the successor to CGC, are deemed to be registered under\nSection 12(b) of the Exchange Act."}