Sponsor-linked entities in Factorial (CGCT) gain Series A stock and warrants
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Factorial Energy Inc. insider entities associated with the Sponsor and Pangaea Three‑B, LP reported multiple equity acquisitions tied to the June 5, 2026 business combination. The Sponsor converted 6,800,000 Class B ordinary shares and DirectorCo converted 100,000 into Series A Common Stock on a one‑for‑one basis. Pangaea acquired 1,179,404 Series A shares in a private placement at $10.42 per share and 1,468,894 additional Series A shares for no additional consideration upon closing. The Sponsor also forfeited 1,090,000 Class B ordinary shares in connection with the transaction. After these events, entities associated with the reporting persons hold Series A Common Stock and retain warrants covering 4,400,000 shares directly and 324,120 shares indirectly at a $11.50 exercise price.
Positive
- None.
Negative
- None.
Insights
Form 4 shows mainly conversions and grants around the SPAC business combination, with no open‑market buying or selling.
The filing details how entities linked to CGC III Sponsor LLC and Pangaea Three‑B, LP reshaped their holdings when Factorial Energy completed its business combination on June 5, 2026. Class B ordinary shares converted into Series A Common Stock on a one‑for‑one basis, while Pangaea added shares through a private placement and additional no‑consideration issuances.
There is no open‑market purchase or sale; transactions are grants, conversions, and a forfeiture of 1,090,000 Class B shares. The derivativeSummary shows the group still holds warrants over 4,400,000 Series A shares directly and 324,120 indirectly at an exercise price of $11.50, exercisable after July 5, 2026 and expiring on June 5, 2031. Overall, this looks like routine de‑SPAC restructuring rather than a directional trading signal.
Insider Trade Summary
5,810,000 shares exercised/converted
Mixed
9 txns
Insider
CGC III Sponsor LLC, Yu Peter, Pangaea Three-B, LP
Role
null | Chairman and CEO | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class B ordinary shares | 5,710,000 | $0.00 | -- |
| Conversion | Class B ordinary shares | 100,000 | $0.00 | -- |
| Other | Class B ordinary shares | 1,090,000 | $0.00 | -- |
| Conversion | Series A Common Stock | 5,710,000 | $0.00 | -- |
| Conversion | Series A Common Stock | 100,000 | $0.00 | -- |
| Grant/Award | Series A Common Stock | 1,179,404 | $10.42 | $12.29M |
| Grant/Award | Series A Common Stock | 1,468,894 | $0.00 | -- |
| holding | Warrants | -- | -- | -- |
| holding | Warrants | -- | -- | -- |
Holdings After Transaction:
Class B ordinary shares — 5,710,000 shares (Direct, null);
Class B ordinary shares — 100,000 shares (Indirect, See footnote);
Series A Common Stock — 5,710,000 shares (Direct, null);
Series A Common Stock — 100,000 shares (Indirect, See footnote);
Warrants — 4,400,000 shares (Direct, null);
Warrants — 324,120 shares (Indirect, See footnote)
Footnotes (1)
- 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.
Key Figures
Class B converted by Sponsor: 6,800,000 shares
Class B converted by DirectorCo: 100,000 shares
Pangaea private placement: 1,179,404 shares at $10.42
+5 more
8 metrics
Class B converted by Sponsor
6,800,000 shares
Class B ordinary shares converted 1:1 into Series A on June 5, 2026
Class B converted by DirectorCo
100,000 shares
Class B ordinary shares converted 1:1 into Series A on June 5, 2026
Pangaea private placement
1,179,404 shares at $10.42
Series A Common Stock acquired in private placement at business combination
Additional Series A for no consideration
1,468,894 shares
Series A Common Stock acquired upon business combination for no additional consideration
Class B forfeited by Sponsor
1,090,000 shares
Class B ordinary shares forfeited at consummation of business combination
Direct warrants position
4,400,000 underlying shares at $11.50
Warrants on Series A Common Stock, exercisable July 5, 2026, expiring June 5, 2031
Indirect warrants position
324,120 underlying shares at $11.50
Indirect warrants on Series A Common Stock with same terms as direct warrants
Series A from direct conversion
5,710,000 shares
Series A Common Stock acquired via direct conversion of Class B ordinary shares
Key Terms
Business Combination, private placement, beneficial ownership, warrants, +1 more
5 terms
Business Combination financial
"On June 5, 2026, the Issuer consummated its initial business combination"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
private placement financial
"These shares of Series A Common Stock were acquired by Pangaea in a private placement"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
beneficial ownership financial
"Mr. Yu disclaims beneficial ownership of the securities held by the Sponsor"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
warrants financial
"Each warrant shall become exercisable on July 5, 2026 and shall expire June 5, 2031"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
FAQ
What insider transactions were reported for Factorial Energy (CGCT) on June 5, 2026?
Entities tied to the Sponsor and Pangaea reported share acquisitions and conversions on June 5, 2026. Class B ordinary shares converted into Series A Common Stock, Pangaea bought shares in a private placement, and additional shares were issued for no extra consideration at closing.
What did Pangaea Three-B, LP acquire in the Factorial Energy (CGCT) business combination?
Pangaea acquired Series A Common Stock in two ways at closing. It purchased 1,179,404 Series A shares in a private placement at $10.42 per share, and it received 1,468,894 additional Series A shares for no additional consideration upon consummation of the business combination.
Do these Factorial Energy (CGCT) insider filings show open-market buying or selling?
No open‑market purchases or sales are reported. The transactions are mainly grants, derivative conversions from Class B into Series A shares, a private placement purchase, and a forfeiture of Class B shares, all tied to closing of the business combination.