WAVE group reports 10.7% Factorial Energy (FAC) stake after merger

Rhea-AI Filing Summary

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.

Key Figures

Total beneficial ownership: 11,474,452 shares Ownership percentage: 10.7% Shares outstanding baseline: 107,023,245 shares +5 more

8 metrics

Total beneficial ownership 11,474,452 shares Aggregate Class A common stock reported by WAVE group

Ownership percentage 10.7% Percent of Factorial Energy Class A based on 107,023,245 shares

Shares outstanding baseline 107,023,245 shares Class A common stock outstanding upon completion of Business Combination

WAVE Equity Fund holdings 10,584,189 shares Direct Class A holdings, 9.9% of outstanding

WAVE Factorial Energy I holdings 634,715 shares Direct Class A holdings, 0.6% of outstanding

WAVE AAC/LIO Co-Invest III holdings 255,548 shares Direct Class A holdings, 0.2% of outstanding

Assumed Series B exchange 15,512,744 shares Series B Common Stock assumed exchanged in ownership calculation

Closing date June 5, 2026 Date of Business Combination and share issuance to funds

Key Terms

beneficial ownership, Business Combination, Registration Statement on Form S-1, Schedule 13D, +2 more

6 terms

beneficial ownership financial

"accordingly, each Manager may be deemed to share voting and dispositive power over, and to beneficially own, all of the shares held by the Funds"

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.

Business Combination financial

"upon completion of the Business Combination, as reported by the Issuer on its Form 8-K on June 10, 2026"

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.

Registration Statement on Form S-1 regulatory

"The shares held by the Funds are being registered for resale by the Issuer on a Registration Statement on Form S-1."

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

voting and dispositive power financial

"may be deemed to share voting and dispositive power over the shares held by those two Funds"

joint filing agreement regulatory

"The Reporting Persons are filing jointly pursuant to the Joint Filing Agreement filed as an exhibit hereto."

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 06/26/2026 - 04:16 PM Accepted by SEC EDGAR 06/26/2026 - 04:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Factorial Energy Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

30347G103

(CUSIP Number)

WAVE Equity GP LP
67 Batterymarch St, Suite 500
Boston, MA, 02110
(617) 350-9808

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 30347G103

1

Name of reporting person

WAVE Equity Fund, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,584,189.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,584,189.00

11

Aggregate amount beneficially owned by each reporting person

10,584,189.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based upon a total of 107,023,245 shares of Class A common stock outstanding upon completion of the Business Combination, as reported by the Issuer on its Form 8-K on June 10, 2026, and assumes the exchange of 15,512,744 shares of Issuer's Series B Common Stock outstanding.

SCHEDULE 13D

CUSIP Number(s): 30347G103

1

Name of reporting person

WAVE Factorial Energy I, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 634,715.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 634,715.00

11

Aggregate amount beneficially owned by each reporting person

634,715.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Based upon a total of 107,023,245 shares of Class A common stock outstanding upon completion of the Business Combination, as reported by the Issuer on its Form 8-K on June 10, 2026, and assumes the exchange of 15,512,744 shares of Issuer's Series B Common Stock outstanding.

SCHEDULE 13D

CUSIP Number(s): 30347G103

1

Name of reporting person

WAVE AAC/LIO Co-Invest III, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 255,548.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 255,548.00

11

Aggregate amount beneficially owned by each reporting person

255,548.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Based upon a total of 107,023,245 shares of Class A common stock outstanding upon completion of the Business Combination, as reported by the Issuer on its Form 8-K on June 10, 2026, and assumes the exchange of 15,512,744 shares of Issuer's Series B Common Stock outstanding.

SCHEDULE 13D

CUSIP Number(s): 30347G103

1

Name of reporting person

WAVE Equity GP LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,839,737.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,839,737.00

11

Aggregate amount beneficially owned by each reporting person

10,839,737.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.1 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Based upon a total of 107,023,245 shares of Class A common stock outstanding upon completion of the Business Combination, as reported by the Issuer on its Form 8-K on June 10, 2026, and assumes the exchange of 15,512,744 shares of Issuer's Series B Common Stock outstanding.

SCHEDULE 13D

CUSIP Number(s): 30347G103

1

Name of reporting person

WAVE Equity LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 634,715.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 634,715.00

11

Aggregate amount beneficially owned by each reporting person

634,715.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Based upon a total of 107,023,245 shares of Class A common stock outstanding upon completion of the Business Combination, as reported by the Issuer on its Form 8-K on June 10, 2026, and assumes the exchange of 15,512,744 shares of Issuer's Series B Common Stock outstanding.

SCHEDULE 13D

CUSIP Number(s): 30347G103

1

Name of reporting person

Mark Robinson

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,474,452.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,474,452.00

11

Aggregate amount beneficially owned by each reporting person

11,474,452.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based upon a total of 107,023,245 shares of Class A common stock outstanding upon completion of the Business Combination, as reported by the Issuer on its Form 8-K on June 10, 2026, and assumes the exchange of 15,512,744 shares of Issuer's Series B Common Stock outstanding.

SCHEDULE 13D

CUSIP Number(s): 30347G103

1

Name of reporting person

Praveen Sahay

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,474,452.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,474,452.00

11

Aggregate amount beneficially owned by each reporting person

11,474,452.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based upon a total of 107,023,245 shares of Class A common stock outstanding upon completion of the Business Combination, as reported by the Issuer on its Form 8-K on June 10, 2026, and assumes the exchange of 15,512,744 shares of Issuer's Series B Common Stock outstanding.

SCHEDULE 13D

CUSIP Number(s): 30347G103

1

Name of reporting person

U. Haskell Crocker

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 11,474,452.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 11,474,452.00

11

Aggregate amount beneficially owned by each reporting person

11,474,452.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Based upon a total of 107,023,245 shares of Class A common stock outstanding upon completion of the Business Combination, as reported by the Issuer on its Form 8-K on June 10, 2026, and assumes the exchange of 15,512,744 shares of Issuer's Series B Common Stock outstanding.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.00001 per share
(b)	Name of Issuer: Factorial Energy Inc.
(c)	Address of Issuer's Principal Executive Offices: 805 Middlesex Turnpike, Billerica, MASSACHUSETTS , 01821.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed by: (i) WAVE Equity Fund, L.P. ("WAVE Equity Fund"), WAVE Factorial Energy I, LLC ("WAVE Factorial") and WAVE AAC/LIO Co-Invest III, LLC ("WAVE Co-Invest," and together, the "Funds"); (ii) WAVE Equity GP LP ("WAVE GP"), the general partner of WAVE Equity Fund and WAVE Co-Invest; (iii) WAVE Equity LLC ("WAVE LLC"), the general partner of WAVE Factorial; and (iv) the three managers who share voting and investment control over WAVE GP and WAVE LLC, Mark Robinson, Praveen Sahay and Haskell Crocker (the "Managers"). Voting and investment power over WAVE GP and WAVE LLC is shared equally among the three Managers, each holding a one-third vote, such that any voting or disposition of the securities requires the concurrence of at least two of the three Managers and no single Manager may act unilaterally or exercise sole control. The Reporting Persons are filing jointly pursuant to the Joint Filing Agreement filed as an exhibit hereto.
(b)	The business address of the Reporting Persons is 67 Batterymarch St, Suite 500, Boston, MA 02110.
(c)	Each Manager is one of three members who share voting and investment control over the general partners of the Funds; the principal occupation of each Manager is manager of WAVE Equity Partners LLC and its funds. Each of the Funds, WAVE GP and WAVE LLC is principally engaged in the business of making, holding and disposing of investments.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Each of WAVE Equity Fund and WAVE GP is organized under the laws of the Cayman Islands, and each of WAVE Factorial, WAVE Co-Invest and WAVE LLC is organized under the laws of Delaware. The citizenship of each Manager is the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	The shares of Class A common stock of the Issuer (the "Class A Common Stock") reported as beneficially owned by the Reporting Persons were acquired by the Funds on June 5, 2026 (the "Closing") in connection with the consummation of the Issuer's business combination with Cartesian Growth Corporation III, a Cayman Islands exempted company (the "Business Combination"), as a result of which the Company is named Factorial Energy Inc. The Class A Common Stock was received by the Funds in respect of equity interests held prior to the Business Combination; no additional cash consideration was paid by the Funds at the Closing in respect of such shares. The source of the funds used by the Funds to acquire their pre-existing interests was capital contributions from the limited partners (or members, as applicable) of the Funds. In the case of WAVE Equity Fund, such capital was raised contributions by its limited partners and general partner.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the Class A Common Stock reported herein as a result of the Business Combination and hold such securities for investment purposes. The shares held by the Funds are being registered for resale by the Issuer on a Registration Statement on Form S-1. Other than as described in this Item 4, none of the Reporting Persons presently has any plans or proposals that relate to or would result in any of the transactions or matters specified in clauses (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons may review or reconsider their position and formulate plans or proposals with respect thereto.
Item 5.	Interest in Securities of the Issuer
(a)	The percentages below are calculated based on 107,023,245 shares of Class A common stock outstanding upon completion of the Business Combination, as reported by the Issuer on its Form 8-K on June 10, 2026, and assumes the exchange of 15,512,744 shares of Issuer's Series B Common Stock outstanding. Each Fund directly holds, and shares with the applicable general partner and the Managers the power to vote and dispose of, the following shares of Class A Common Stock: (i) WAVE Equity Fund: 10,584,189 shares (or 9.9% of the Class A Common Stock issued and outstanding); (ii) WAVE Factorial: 634,715 shares (or 0.6% of the Class A Common Stock issued and outstanding); and (iii) WAVE Co-Invest: 255,548 shares (or 0.2% of the Class A Common Stock issued and outstanding). WAVE GP, as general partner of WAVE Equity Fund and WAVE Co-Invest, may be deemed to share voting and dispositive power over the shares held by those two Funds. WAVE LLC, as general partner of WAVE Factorial, may be deemed to share voting and dispositive power over the 634,715 shares held by WAVE Factorial. Voting and investment power over WAVE GP and WAVE LLC is shared equally among the three Managers, each holding a one-third vote and none acting alone; accordingly, each Manager may be deemed to share voting and dispositive power over, and to beneficially own, all of the shares held by the Funds, representing approximately 10.7% of the Class A common stock in the aggregate. No Reporting Person holds sole voting or dispositive power over any shares. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.
(b)	The percentages below are calculated based on 107,023,245 shares of Class A common stock outstanding upon completion of the Business Combination, as reported by the Issuer on its Form 8-K on June 10, 2026, and assumes the exchange of 15,512,744 shares of Issuer's Series B Common Stock outstanding. Each Fund directly holds, and shares with the applicable general partner and the Managers the power to vote and dispose of, the following shares of Class A Common Stock: (i) WAVE Equity Fund: 10,584,189 shares (or 9.9% of the Class A Common Stock issued and outstanding); (ii) WAVE Factorial: 634,715 shares (or 0.6% of the Class A Common Stock issued and outstanding); and (iii) WAVE Co-Invest: 255,548 shares (or 0.2% of the Class A Common Stock issued and outstanding). WAVE GP, as general partner of WAVE Equity Fund and WAVE Co-Invest, may be deemed to share voting and dispositive power over the shares held by those two Funds. WAVE LLC, as general partner of WAVE Factorial, may be deemed to share voting and dispositive power over the 634,715 shares held by WAVE Factorial. Voting and investment power over WAVE GP and WAVE LLC is shared equally among the three Managers, each holding a one-third vote and none acting alone; accordingly, each Manager may be deemed to share voting and dispositive power over, and to beneficially own, all of the shares held by the Funds, representing approximately 10.7% of the Class A common stock in the aggregate. No Reporting Person holds sole voting or dispositive power over any shares. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.
(c)	Except for the acquisition of the Class A Common Stock at the Closing as described in Item 3, none of the Reporting Persons has effected any transaction in the Class A common stock during the past sixty days.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The Reporting Persons are party to a Joint Filing Agreement, filed as an exhibit hereto. The shares held by the Funds are being registered for resale by the Issuer on a Registration Statement on Form S-1. Except as described herein, there are no other contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	1. Joint Filing Agreement, dated as of June 26, 2026, by and among the Reporting Persons.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

WAVE Equity Fund, L.P.

Signature:	/s/ Mark Robinson
Name/Title:	Mark Robinson/Manager
Date:	06/26/2026

WAVE Factorial Energy I, LLC

Signature:	/s/ Mark Robinson
Name/Title:	Mark Robinson/Manager
Date:	06/26/2026

WAVE AAC/LIO Co-Invest III, LLC

Signature:	/s/ Mark Robinson
Name/Title:	Mark Robinson/Manager
Date:	06/26/2026

WAVE Equity GP LP

Signature:	/s/ Mark Robinson
Name/Title:	Mark Robinson/Manager
Date:	06/26/2026

WAVE Equity LLC

Signature:	/s/ Mark Robinson
Name/Title:	Mark Robinson/Manager
Date:	06/26/2026

Mark Robinson

Signature:	/s/ Mark Robinson
Name/Title:	Managing Director
Date:	06/26/2026

Praveen Sahay

Signature:	/s/ Praveen Sahay
Name/Title:	Managing Director
Date:	06/26/2026

U. Haskell Crocker

Signature:	/s/ Haskell Crocker
Name/Title:	Managing Director
Date:	06/26/2026

FAQ

What percentage of Factorial Energy (FAC) does the WAVE group report owning?

The WAVE-affiliated funds and managers report beneficial ownership of about 10.7% of Factorial Energy’s Class A common stock, representing 11,474,452 shares. This percentage is calculated against 107,023,245 shares outstanding plus assumed exchange of Series B shares.

How many Factorial Energy (FAC) shares does each WAVE fund directly hold?

WAVE Equity Fund directly holds 10,584,189 Class A shares, WAVE Factorial Energy I holds 634,715 shares, and WAVE AAC/LIO Co-Invest III holds 255,548 shares. Each fund shares voting and dispositive power with its general partner and the three managers.

How did the WAVE funds acquire their Factorial Energy (FAC) shares?

The WAVE funds received their Class A common shares at the June 5, 2026 business combination closing between Factorial Energy Inc. and Cartesian Growth Corporation III. The shares were issued in respect of pre-existing equity interests, with no additional cash consideration paid at closing.

How is voting control over the WAVE funds’ Factorial Energy (FAC) shares structured?

Voting and investment power over the WAVE funds’ Factorial Energy Class A shares is shared equally by managers Mark Robinson, Praveen Sahay, and U. Haskell Crocker. Each holds a one-third vote, so any decision requires at least two managers and none acts alone.

Are the WAVE funds’ Factorial Energy (FAC) shares being registered for resale?

Yes. The shares of Class A common stock held by the WAVE funds are being registered for resale by Factorial Energy on a Registration Statement on Form S-1. This facilitates potential future secondary sales by the funds in the public market.

Did the WAVE group buy more Factorial Energy (FAC) stock in the last 60 days?

No additional market transactions are reported. The filing states that, aside from receiving shares at the June 5, 2026 closing of the business combination, none of the reporting persons effected any transactions in the Class A common stock during the prior sixty days.