Filed Pursuant to Rule 424(b)(3)
Registration No. 333-297158
Prospectus Supplement No. 2
(To Prospectus dated July 7, 2026)
FACTORIAL ENERGY INC.
86,441,489 Shares of
Series A Common Stock by the Selling Securityholders
13,800,000 Shares of Series A Common Stock
Issuable Upon the Exercise of Public Warrants
This prospectus supplement no. 2 (this “Prospectus Supplement”)
amends and supplements the prospectus dated July 7, 2026 (as supplemented by prospectus supplement no. 1, dated September 21,
2026, and as may be further supplemented or amended from time to time, the “Prospectus”) which forms part of our Registration
Statement on Form S-1 (Registration Statement No. 333-297158). This Prospectus Supplement is being filed to update and supplement
the information included or incorporated by reference in the Prospectus with the information contained in our Current Report on Form 8-K,
filed with the Securities and Exchange Commission (the “SEC”) on October 9, 2026 (the “Form 8-K”). Accordingly,
we have attached the Form 8-K to this Prospectus Supplement.
This Prospectus Supplement updates and supplements the information
in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including
any amendments or supplements thereto. This Prospectus Supplement should be read in conjunction with the Prospectus, and if there is any
inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on this Prospectus Supplement.
Our common stock and public warrants are listed on the Nasdaq Global
Market (“Nasdaq”) under the symbols “FAC” and “FACWW,” respectively. On October 8, 2026, the
last quoted sale price of our common stock as reported on Nasdaq was $5.08 per share and the last quoted sale price of our public warrants
as reported on Nasdaq was $0.72 per warrant.
We are an “emerging growth company” under applicable
federal securities laws and will be subject to reduced public company reporting requirements.
Investing in our securities involves a high degree of risk. Before
buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors”
beginning on page 9 of the Prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities to be issued under the Prospectus or determined if the Prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is October 9,
2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 7, 2026
FACTORIAL ENERGY INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-42629 |
|
42-2967285 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
805 Middlesex Turnpike
Billerica, MA 01821
(Address of principal executive offices including
zip code)
Registrant’s telephone number, including
area code: (617) 315-9733
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading
Symbol |
|
Name of each
exchange
on which registered |
| Series A Common Stock, par value $0.00001 per share |
|
FAC |
|
The Nasdaq Global Market |
| Warrants, each whole warrant exercisable for one share of Series A Common Stock at an exercise price of $11.50 |
|
FACWW |
|
The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
As previously disclosed in the Quarterly Report
on Form 10-Q of Factorial Energy Inc. (the “Company”) for the quarter ended June 30, 2026, filed with the Securities
and Exchange Commission on August 11, 2026, the Company was party to an arbitration, initiated on March 14, 2025, before the
International Centre for Dispute Resolution. The arbitration was a contractual dispute with a vendor. On October 7, 2026, the arbitrator
issued a final award in favor of the vendor, requiring the Company to pay a net amount of approximately $4.5 million.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
|
FACTORIAL ENERGY INC. |
| |
|
|
| Date: October 9, 2026 |
By: |
/s/ Siyu Huang |
| |
Name: |
Siyu Huang |
| |
Title: |
Chief Executive Officer |
