{"url_path":"/sec/cgctw/8-k/2026-06-10/item-4-01","section_key":"item-4-01","section_title":"Item 4.01 Change in Registrant’s Certifying Accountant**","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":424,"has_tables":true,"body_markdown":"**Item 4.01. Change in Registrant’s Certifying Accountant**\n\n \n\n(a)Dismissal of independent registered public accounting firm.\n\n \n\nOn June 5, 2026, PubCo Board dismissed CBIZ\nCPAs P.C. (“CBIZ”), the independent registered public accounting firm of CGC prior to the Business Combination, as the independent\nregistered public accounting firm of PubCo.\n\n \n\nThe report of CBIZ on the financial statements\nof CGC as of December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as\nto uncertainties, audit scope or accounting principles except for the explanatory paragraph describing an uncertainty about CGC’s\nability to continue as a going concern.\n\n \n\n \n\n \n\nDuring the period from October 29, 2024 (inception)\nthrough March 31, 2026 and the subsequent interim period preceding CBIZ’s dismissal, there were no (i) disagreements with\nCBIZ on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedures, which if not\nresolved to CBIZ’s satisfaction, would have caused CBIZ to make reference to the subject matter of the disagreement in connection\nwith its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.\n\n \n\nPubCo has provided CBIZ with a copy of the foregoing\ndisclosures and has requested that CBIZ furnish PubCo with a letter addressed to the Commission stating whether it agrees with the statements\nmade by PubCo set forth above. A copy of the letter from CBIZ, dated June 10, 2026, is filed as Exhibit 16.1 to this Current\nReport.\n\n \n\n(b)Disclosures regarding the new independent auditor.\n\n \n\nOn June 5, 2026, the PubCo Board approved\nthe engagement of RSM US LLP (“RSM”) as the independent registered public accounting firm of PubCo to audit the consolidated\nfinancial statements of PubCo as of and for the year ending December 31, 2026. RSM served as the independent registered public accounting\nfirm of Factorial prior to the Business Combination. During the period from October 29, 2024 (inception) to December 31, 2025\nand the subsequent interim period through June 5, 2026, PubCo did not consult with RSM with respect to (i) the application of\naccounting principles to a specified transaction, either completed or proposed, the type of audit opinion that might be rendered on the\nfinancial statements of PubCo, and neither a written report nor oral advice was provided to PubCo that RSM concluded was an important\nfactor considered by PubCo in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any other\nmatter that was the subject of a disagreement or a reportable event (as defined above)."}