X0609 4 2026-06-05 1 0002049662 Factorial Energy Inc. FAC 0002049612 CGC III Sponsor LLC false 505 FIFTH AVENUE, 15TH FLOOR NEW YORK NY 10017 0 0 1 0 0001426890 Yu Peter false 505 FIFTH AVENUE, 15TH FLOOR NEW YORK NY 10017 1 1 1 0 Chairman and CEO 0001754782 Pangaea Three-B, LP false 505 FIFTH AVENUE, 15TH FLOOR NEW YORK NY 10017 0 0 1 0 0 Series A Common Stock 2026-06-05 4 C 0 5710000 0 A 5710000 D Series A Common Stock 2026-06-05 4 C 0 100000 0 A 100000 I See footnote Series A Common Stock 2026-06-05 4 A 0 1179404 10.42 A 1179404 I See footnote Series A Common Stock 2026-06-05 4 A 0 1468894 0 A 1468894 I See footnote Class B ordinary shares 2026-06-05 4 C 0 5710000 0 D Series A Common Stock 5710000 5710000 D Class B ordinary shares 2026-06-05 4 C 0 100000 0 D Series A Common Stock 100000 100000 I See footnote Class B ordinary shares 2026-06-05 4 J 0 1090000 0 D Series A Common Stock 1090000 0 D Warrants 11.5 Series A Common Stock 4400000 4400000 D Warrants 11.5 Series A Common Stock 324120 324120 I See footnote The Class B ordinary shares are convertible for shares of Series A Common Stock as described in the Issuer's Registration Statement on Form S-4 (File No. 333-294663) (the "Registration Statement") and have no expiration date. On June 5, 2026, the Issuer consummated its initial business combination (the "Business Combination"). In connection with the Business Combination, 6,800,000 Class B ordinary shares held by CGC III Sponsor LLC (the "Sponsor") and 100,000 Class B ordinary shares held by CGC III Sponsor DirectorCo ("DirectorCo") converted into Series A Common Stock on a one-for-one basis. Represents securities held by the Sponsor. Pangaea Three B, LP ("Pangaea") is the sole member of the Sponsor and is controlled by Peter Yu. Consequently, each of Pangaea and Mr. Yu may be deemed to share voting and dispositive control over the securities held by the Sponsor, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. These shares of Series A Common Stock were acquired by Pangaea in a private placement upon consummation of the Business Combination. These shares of Series A Common Stock were acquired upon consummation of the Business Combination for no additional consideration. Represents securities held by Pangaea. Pangaea is controlled by Peter Yu. Consequently, Mr. Yu may be deemed to share voting and dispositive control over the securities held by Pangaea, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by Pangaea, except to the extent of his pecuniary interest therein. The Class B ordinary shares are convertible for shares of Series A Common Stock as described in the Issuer's Registration Statement and have no expiration date. On June 5, 2026, the Sponsor forfeited 1,090,000 Class B ordinary shares in connection with the consummation of the Business Combination. Each warrant shall become exercisable on July 5, 2026, 30 days after the completion of the Business Combination as described in the Issuer's Registration Statement. Each warrant shall expire on June 5, 2031, five years after the completion of the Business Combination, or earlier upon redemption or liquidation, as described in the Issuer's Registration Statement. /s/ Thomas Martin, Attorney-in-Fact 2026-06-09