Factorial Energy (FAC) holders report complete exit after Cartesian merger

Rhea-AI Filing Summary

Factorial Energy Inc. received an updated Schedule 13G/A from Fort Baker Capital Management LP, Steven Patrick Pigott, and Fort Baker Capital, LLC reporting that they no longer beneficially own any Series A Common Stock.

The group reports 0 shares beneficially owned and a 0% ownership stake, with no sole or shared voting or dispositive power. The change follows a June 5, 2026 business combination in which Cartesian Growth Corp III combined with Factorial Energy Inc. and Cartesian Growth Corp III was renamed Factorial Energy Inc.

Key Figures

Shares beneficially owned: 0 Series A Common Stock Percent of class owned: 0% Business combination date: June 5, 2026 +1 more

4 metrics

Shares beneficially owned 0 Series A Common Stock Reported by each of Fort Baker Capital Management LP, Steven Patrick Pigott, and Fort Baker Capital, LLC

Percent of class owned 0% Series A Common Stock of Factorial Energy Inc.

Business combination date June 5, 2026 Date Cartesian Growth Corp III consummated a business transaction with Factorial Energy Inc.

CUSIP 30347G103 CUSIP for Factorial Energy Inc. Series A Common Stock

Key Terms

beneficial ownership, business combination, pecuniary interest, Series A Common Stock

4 terms

beneficial ownership financial

"Each also disclaims beneficial ownership of the securities reported herein"

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

"On June 5, 2026, Cartesian Growth Corp III consummated a business transaction"

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.

pecuniary interest financial

"except to the extent of that person's pecuniary interest therein"

Series A Common Stock financial

"Series A Common Stock, par value $0.00001 per share"

Series A common stock is a specific class of a company’s ordinary shares issued during an early formal funding round, carrying the ownership rights and voting power tied to that class. For investors it signals an early-stage equity claim with potential upside if the business grows, but also greater risk and typically less liquidity than shares in mature, publicly traded firms—imagine buying a seat on a startup’s team before the company has proven itself.

FAQ

What ownership in Factorial Energy Inc. (FAC) is reported in this Schedule 13G/A amendment?

The reporting persons disclose 0 Series A Common Stock and a 0% ownership stake in Factorial Energy Inc., with no sole or shared voting or dispositive power remaining over the shares.

Who are the reporting persons in the Factorial Energy Inc. (FAC) Schedule 13G/A?

The Schedule 13G/A lists Fort Baker Capital Management LP, Steven Patrick Pigott, and Fort Baker Capital, LLC as joint reporting persons, each disclaiming beneficial ownership except to the extent of any pecuniary interest.

What event led to the ownership change reported for Factorial Energy Inc. (FAC)?

The change follows a June 5, 2026 business combination in which Cartesian Growth Corp III consummated a transaction with Factorial Energy Inc. and changed its name to Factorial Energy Inc. after closing.

What does the filing say about prior holdings in Cartesian Growth Corp III related to FAC?

It states the reporting persons ceased to be beneficial owners of any Class A Ordinary Shares of Cartesian Growth Corp III following the business combination with Factorial Energy Inc. completed on June 5, 2026.

Do the reporting persons act as a group in Factorial Energy Inc. (FAC)?

They are filing jointly, but not as members of a group, and each expressly disclaims membership in a group and beneficial ownership of the securities except for any pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 01:56 PM Accepted by SEC EDGAR 08/14/2026 - 01:55 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Factorial Energy Inc.

(Name of Issuer)

Series A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

30347G103

(CUSIP Number)

06/30/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 30347G103

1

Names of Reporting Persons

Fort Baker Capital Management LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 30347G103

1

Names of Reporting Persons

Steven Patrick Pigott

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP Number(s): 30347G103

1

Names of Reporting Persons

Fort Baker Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Factorial Energy Inc.
(b)	Address of issuer's principal executive offices: 805 MIDDLESEX TURNPIKE, BILLERICA, MASSACHUSETTS, 01821.
Item 2.
(a)	Name of person filing: Fort Baker Capital Management LP Steven Patrick Pigott Fort Baker Capital, LLC
(b)	Address or principal business office or, if none, residence: The principal business address of each reporting person is 700 Larkspur Landing Circle, Suite 275, Larkspur, CA 94939.
(c)	Citizenship: Fort Baker Capital Management LP: Delaware Limited Partnership Steven Patrick Pigott: Citizen of the United States Fort Baker Capital, LLC: Delaware Limited Liability Company
(d)	Title of class of securities: Series A Common Stock, par value $0.00001 per share
(e)	CUSIP No.: 30347G103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Reference is hereby made to Items 5-9 of this Schedule, which Items are incorporated by reference herein. Fort Baker Capital Management LP directly holds 0 Series A Common Stock. Steven Patrick Pigott acts as Limited Partner/Chief Investment Officer for Fort Baker Capital Management LP. Fort Baker Capital, LLC acts as General Partner for Fort Baker Capital Management LP. The Reporting Persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each also disclaims beneficial ownership of the securities reported herein except to the extent of that person's pecuniary interest therein. On June 5, 2026, Cartesian Growth Corp III consummated a business transaction with Factorial Energy, Inc. In connection with the business combination, Cartesian Growth Corp III changed its name to Factorial Energy Inc. Following the business combination, the Reporting Persons ceased to be the beneficial owners of any Class A Ordinary Shares of Cartesian Growth Corp III. As of the reporting date, the Reporting Persons hold no Series A Common Stock in Factorial Energy, Inc.
(b)	Percent of class: Fort Baker Capital Management LP: 0% Steven Patrick Pigott: 0% Fort Baker Capital, LLC: 0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Fort Baker Capital Management LP: 0 Steven Patrick Pigott: 0 Fort Baker Capital, LLC: 0
	(ii) Shared power to vote or to direct the vote: Fort Baker Capital Management LP: 0 Steven Patrick Pigott: 0 Fort Baker Capital, LLC: 0
	(iii) Sole power to dispose or to direct the disposition of: Fort Baker Capital Management LP: 0 Steven Patrick Pigott: 0 Fort Baker Capital, LLC: 0
	(iv) Shared power to dispose or to direct the disposition of: Fort Baker Capital Management LP: 0 Steven Patrick Pigott: 0 Fort Baker Capital, LLC: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Fort Baker Capital Management LP

Signature:	/s/ Steven Patrick Pigott
Name/Title:	Steven Patrick Pigott, Chief Investment Officer
Date:	08/14/2026

Steven Patrick Pigott

Signature:	/s/ Steven Patrick Pigott
Name/Title:	Steven Patrick Pigott
Date:	08/14/2026

Fort Baker Capital, LLC

Signature:	/s/ Steven Patrick Pigott
Name/Title:	Steven Patrick Pigott, Chief Investment Officer
Date:	08/14/2026