Factorial Energy Inc.

We are a blank check company incorporated on October 29, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Additionally, we have not contacted any of the prospective target businesses that Cartesian Growth Corporation (“CGC I”), a former special purpose acquisition company (“SPAC”) sponsored by affiliates of our sponsor that completed its initial business combination in January 2023, had considered and rejected while such entity was a blank check company searching for target businesses to acquire. We also have not contacted any of the prospective target businesses that Cartesian Growth Corporation II (“CGC II”), an existing SPAC sponsored by affiliates of our sponsor that consummated its initial public offering in May 2022, has considered while such entity continues its search for target businesses to acquire. However, we may contact any such targets subsequent to the closing of this offering if we become aware that the valuations, operations, profits or prospects of such target business, or the benefits of

Current securities

1. 424B3 filingOct 9, 2026
2. Other EventsOct 9, 2026
3. 424B3 filingSep 21, 2026
4. SCHEDULE 13G/A - filed by MILLENNIUM MANAGEMENT LLC regarding Factorial Energy Inc.Aug 14, 2026
5. SCHEDULE 13G filingAug 14, 2026