{"url_path":"/sec/cgctw/8-k/2026-06-10/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or By-laws; Change","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":557,"has_tables":true,"body_markdown":"**Item 5.03. Amendments to Articles of Incorporation or By-laws; Change\nin Fiscal Year.**\n\n \n\nAt the EGM, CGC shareholders considered and approved\nProposal No. 2 - The Domestication Proposal (the “Domestication Proposal”), Proposal No. 4 - Organizational Documents\nProposal (the “Organizational Documents Proposal”) and Proposal No. 5 - the Advisory Organizational Documents Proposals\n(the “Advisory Organizational Documents Proposals”), which are described in the Proxy Statement/Prospectus. The PubCo Charter,\nwhich became effective upon filing with the Secretary of State of the State of Delaware on June 4, 2026, includes the amendments\nproposed by the Domestication Proposal, the Organizational Documents Proposal and the Advisory Organizational Documents Proposals and\napproved at the EGM.\n\n \n\n \n\n \n\nOn June 5, 2026, the PubCo Board approved\nand adopted the PubCo Bylaws containing the amendments proposed by the Organizational Documents Proposal and Advisory Organizational Documents\nProposal and approved at the EGM, which became effective as of the Merger Effective Time.\n\n \n\nThe PubCo Bylaws provide that the Sponsor and\ncertain Factorial stockholders will be prohibited from transferring (except for certain permitted transfers) any shares of PubCo Series A\nCommon Stock held by such holder (beginning on the Closing Date and ending (i) with respect to 25% of the Lock-Up Shares, on the\ndate 180 days after the Closing Date, (ii) with respect to 25% of the Lock-Up Shares (as defined in the PubCo Bylaws), on the date\n270 days after the Closing Date and (iii) with respect to 50% of the Lock-Up Shares, on the first anniversary of the Closing Date;\nprovided, however, that, early release of the Lock-Up Shares would be permitted upon achievement of specified share price thresholds,\nas measured by the 20-day VWAP (as defined in the PubCo Bylaws). One-third of the remaining Lock-Up Shares would be released if the VWAP\nreaches $12.00 per share, an additional one-third would be released if the VWAP reaches $14.00 per share, and the final one-third would\nbe released upon the VWAP reaching $16.00 per share. Such transfer restrictions will terminate with respect to one-third of the Lock-Up\nShares, with such Early Release Lock-Up Shares (as defined in the PubCo Bylaws) allocated first among the Lock-Up Shares with the earliest\nLock-Up Termination Date (as defined in the PubCo Bylaws) that has not yet occurred and successively to each remaining tranche of Lock-Up\nShares in chronological order. The foregoing transfer restrictions will not apply to, with respect to each Lock-Up Holder (as defined\nin the PubCo Bylaws), 750 of the shares of PubCo Series A Common Stock held by such Lock-Up Holder (or such lesser number as applicable)\nand such specified shares are not Lock-Up Shares. For more information, see “*Proposal No. 1 - The Business Combination Proposal\n- Ancillary Agreements - Lock-Up Provisions of PubCo Bylaws*” in the Proxy Statement/Prospectus.\n\n \n\nDescription of various provisions of the PubCo\nCharter and PubCo Bylaws and their general effect on the rights of stockholders of PubCo are included in the Proxy Statement/Prospectus\nunder the section titled “*Comparison of Corporate Governance and Shareholder Rights*,” which is incorporated herein\nby reference.\n\n \n\nThe foregoing descriptions of the PubCo Charter\nand PubCo Bylaws do not purport to be complete and are qualified in its entirety by reference to the full text of the PubCo Charter and\nPubCo Bylaws, copies of which are attached as Exhibit 3.1 and Exhibit 3.2 hereto, respectively, and are incorporated herein\nby reference."}