Factorial Energy (CGCT) removed from Nasdaq listing via Form 25

Rhea-AI Filing Summary

Factorial Energy Inc. submitted a Form 25 notification reflecting removal of a class of its securities from listing and/or registration on the Nasdaq Stock Market LLC. Nasdaq certified it complied with Exchange rules under 17 CFR 240.12d2-2 and the issuer complied with the Exchange's voluntary withdrawal requirements.

Key Figures

Commission File Number: 333-284565 Issuer address (zip): 10017 Issuer telephone: 212-461-6345 +1 more

4 metrics

Commission File Number 333-284565 Form 25 cover

Issuer address (zip) 10017 505 Fifth Avenue, New York

Issuer telephone 212-461-6345 Principal executive offices listed on Form 25

Expiry / reference date March 31, 2018 Expires field at top of form

Key Terms

Form 25, 17 CFR 240.12d2-2, Section 12(b), voluntary withdrawal

4 terms

Form 25 regulatory

"FORM 25 NOTIFICATION OF REMOVAL FROM LISTING"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

17 CFR 240.12d2-2 regulatory

"Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules"

A U.S. Securities and Exchange Commission rule that describes the conditions and procedural steps for a security to be removed from public registration or reporting under the Securities Exchange Act of 1934. For investors, it matters because it explains when a company’s shares can stop being subject to regular disclosure and exchange listing rules — similar to knowing when a publicly tracked product will be discontinued and no longer send updates, which affects transparency and liquidity.

Section 12(b) regulatory

"UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934"

Section 12(b) of the U.S. Securities Exchange Act requires securities listed on a national stock exchange to be registered with the U.S. Securities and Exchange Commission (SEC) and to follow regular public reporting and disclosure rules. For investors, a 12(b) listing generally means more routine financial updates, regulatory oversight and easier buying and selling—like a storefront that must display its inventory and prices, making it simpler to inspect and trade the product.

voluntary withdrawal regulatory

"the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal"

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UNITED STATES

OMB APPROVAL

OMB Number:			3235-0080
Expires:	March 31, 2018
Estimated average burden
hours per response:			1.7

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION
UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number

333-284565

Issuer:	Factorial Energy Inc.
Exchange:	Nasdaq Stock Market LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

Address:	505 Fifth Avenue, 15th Floor
	New York	NEW YORK	10017
Telephone number:					212-461-6345

(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)

unit

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

17 CFR 240.12d2-2(a)(1)

17 CFR 240.12d2-2(a)(2)

17 CFR 240.12d2-2(a)(3)

17 CFR 240.12d2-2(a)(4)

Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. ¹

Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements fo the Securities Exchange Act of 1934, Nasdaq Stock Market LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

2026-06-05	By	Katelin		CDO Analyst
Date		Name		Title

¹ Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Why did Nasdaq file a Form 25 for Factorial Energy (CGCT)?

Nasdaq certified it has reasonable grounds to file Form 25 and states it complied with its rules under 17 CFR 240.12d2-2. The filing reflects the Exchange's action to strike the class of securities from listing and/or withdraw registration.

Did Factorial Energy agree to the Nasdaq withdrawal?

Yes. The filing states the issuer complied with Nasdaq rules and the requirements of 17 CFR 240.12d-2(c) governing voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Which exchange handled the removal of Factorial Energy's securities?

The notification was made by Nasdaq Stock Market LLC, which certified compliance with its rules and submitted the Form 25 to effect the strike/withdrawal of the listed class of securities.

Who signed the Form 25 notification for Nasdaq?

The Form 25 was signed on Nasdaq's behalf by an authorized individual identified as Katelin, listed with the title CDO Analyst in the filing's signature block.