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Factorial Energy (FAC) SEC Filings, Jun-Aug 2026

FAC NASDAQ

Ticker history: CGCT became FAC (Factorial Energy Inc.) on . Earlier news and filings retain their original names and dates. View CGCT history.

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Factorial Energy Inc. reported second quarter 2026 results and provided a detailed business update. For the three months ended June 30, 2026, the company recorded operating expenses of $13.0 million and a GAAP net loss of $11.3 million, reflecting ongoing investment in research and development, commercial activities, and operating infrastructure. For the six months ended June 30, 2026, operating expenses were $19.5 million with a GAAP net loss of $19.9 million; non-GAAP operating expenses were $14.5 million.

Capital expenditures for the first half of 2026 totaled $0.6 million, aligned with a capital-light strategy focused on expanding in-house fabrication lines. Cash and cash equivalents were approximately $112.8 million as of June 30, 2026. For full-year 2026, Factorial expects non-GAAP operating expenses of about $40 million and capital expenditures of about $13 million, supporting capacity expansion in phases through the end of 2028.

The company highlighted technology milestones and early commercialization steps, including automotive road testing with Stellantis, flight tests and a strategic partnership with Tulip Tech, its first commercial drone battery order, and an MoU with SK On on scaling solid-state manufacturing. Management expects first commercial revenue in 2027, driven by initial drone and supercar battery programs, and continues to develop its FEST® and Solstice™ solid-state platforms, which have demonstrated 390 Wh/kg energy density with a target of about 450 Wh/kg in drone applications by year-end.

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Factorial Energy Inc. is reported to have 8,451,973 shares of Series A common stock beneficially owned by CGC III Sponsor LLC, Pangaea Three-B, LP and Peter Yu, representing 9.2% of the outstanding Series A common stock as of June 5, 2026. These shares reflect SPAC sponsor Class B shares that converted into Series A common stock at the closing of a business combination, shares acquired by Pangaea in a private placement, and additional shares purchased by Pangaea in the open market. A further 4,724,120 shares underlying warrants are excluded from beneficial ownership calculations due to a 4.9% beneficial ownership limitation on warrant exercise. Following the business combination, the issuer changed its name from Cartesian Growth Corporation III to Factorial Energy Inc., and Peter Yu resigned as chairman; the reporting group states it does not hold the shares with the purpose or effect of changing or influencing control.

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Factorial Energy Inc. reports that WAVE Equity GP LP and managing directors Mark Robinson, Praveen Sahay and Haskell Crocker are ten percent owners through several investment funds holding its Class A common stock.

The funds hold 10,584,189 Class A shares via WAVE Equity Fund, L.P., 634,715 shares via WAVE Factorial Energy I, LLC, and 255,548 shares via WAVE AAC/LIO Co-Invest III, LLC as of June 5, 2026. Voting and investment power over the general partners of these funds is shared equally among the three managing directors, and each reporting person disclaims beneficial ownership beyond his or its pecuniary interest.

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Factorial Energy Inc. has filed a Form S-1 covering the potential issuance of up to 13,800,000 shares of Series A Common Stock upon exercise of its $11.50 Public Warrants and the resale of up to 86,441,489 Series A shares by selling securityholders. The resale pool includes shares held by legacy Factorial stockholders, the SPAC sponsor and PIPE investors, as well as shares issuable from options, RSUs and Private Warrants. Factorial would receive cash only if Public Warrants and options are exercised, with stated potential gross proceeds of about $172.2 million, intended for general corporate purposes. The company, a solid-state battery developer serving EV and drone markets, recently completed a SPAC business combination and domestication to Delaware, and qualifies as both an emerging growth company and a Nasdaq “controlled company” due to its founders’ 62.9% voting power.

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WAVE-affiliated funds and managers report a 10.7% stake in Factorial Energy Inc. following its business combination with Cartesian Growth Corporation III. The funds collectively beneficially own 11,474,452 shares of Class A common stock, based on 107,023,245 shares outstanding and assumed exchange of Series B shares.

The holdings were received in exchange for pre-existing equity interests at the June 5, 2026 closing of the business combination, with no additional cash paid at closing. The reporting group states the shares are held for investment purposes, and the issuer is registering these fund-held shares for resale on a Registration Statement on Form S-1. Voting and investment power is shared among three managers, with no sole control by any single reporting person.

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Factorial Energy Inc. disclosed that Stellantis N.V. and its affiliates now beneficially own 8,669,995 shares of Series A Common Stock, representing 9.5% of the class based on 91,510,501 shares outstanding as of the business combination closing date. The stake arose when Stellantis Europe and Stellantis Ventures converted preferred stock, warrants and a $2,000,000 secured convertible note in Factorial Inc. into Factorial Energy stock at the June 5, 2026 business combination closing. Stellantis also gained board representation, with Jon Nelson, Chief Executive of Stellantis Financial Services, joining Factorial Energy’s board. The shares are subject to staged lock-up restrictions for up to one year after closing, and Stellantis entities received registration rights for future resales, including demand and piggyback rights.

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Factorial Energy Inc.’s co-founders Siyu Huang and Yingchao (Alex) Yu jointly report beneficial ownership of 21,597,865 shares of the company’s common stock equivalents, representing about 19.1% of the total outstanding common stock. Their stake includes Series B common stock with ten votes per share and stock options exercisable within 60 days.

The position arises from a June 5, 2026 business combination in which legacy Factorial Inc. merged into a subsidiary of Cartesian Growth Corporation III, which then became Factorial Energy Inc. The co-founders are subject to staggered lock-up restrictions on most of their shares for up to one year, but hold registration rights that will allow resales after a resale registration statement is declared effective.

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Mercedes-Benz Corporate Investments LLC (MBCI), an indirect subsidiary of Mercedes-Benz Group AG, reports beneficial ownership of 8,669,995 shares of Factorial Energy Inc. Series A Common Stock, representing about 8.1% of the class upon completion of the business combination on June 5, 2026.

MBCI’s stake arose when its prior Factorial preferred stock, warrants and a $2,000,000 secured convertible note were converted into Series A shares at closing. Uwe Keller, Director of Battery Development at Mercedes-Benz Group AG and former Factorial director, joined Factorial Energy’s board in connection with the transaction.

MBCI states it holds the shares for investment purposes but may buy more or sell some over time. It also entered into an Amended and Restated Registration Rights Agreement, giving it demand and piggyback registration rights so its shares can be registered for resale after the issuer files a resale registration statement.

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FAQ

How many Factorial Energy (FAC) SEC filings are available on StockTitan?

StockTitan tracks 30 SEC filings for Factorial Energy (FAC). Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Factorial Energy (FAC)?

The most recent SEC filing for Factorial Energy (FAC) was filed on August 11, 2026.