Factorial Energy Inc. (FAC) holders disclose 8.45M-share, 9.2% ownership stake

Rhea-AI Filing Summary

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.

Key Figures

Beneficially owned shares: 8,451,973 shares Percent of class: 9.2% Shares outstanding: 91,510,501 shares +5 more

8 metrics

Beneficially owned shares 8,451,973 shares Series A common stock beneficially owned by the reporting persons

Percent of class 9.2% Percentage of Series A common stock based on 91,510,501 shares outstanding

Shares outstanding 91,510,501 shares Factorial Energy Series A common stock outstanding as of June 5, 2026

Warrant underlying shares excluded 4,724,120 shares Shares underlying warrants not counted due to 4.9% beneficial ownership limitation

Sponsor shares converted 5,810,000 shares Class B ordinary shares converted into Series A common stock at closing

Sponsor shares forfeited 1,090,000 shares Class B ordinary shares of CGC forfeited by the sponsor

Pangaea private placement 1,179,404 shares Series A common stock acquired by Pangaea Three-B, LP in a private placement

Pangaea open-market purchases 1,468,894 shares Series A common stock purchased by Pangaea using personal funds

Key Terms

Business Combination, domestication, beneficial ownership limitation, private placement, +2 more

6 terms

Business Combination financial

"On June 5, 2026, CGC consummated a business combination (the "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.

domestication regulatory

"in connection with the domestication of CGC as a Delaware corporation"

Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

beneficial ownership limitation financial

"gives effect to the beneficial ownership limitation contained in the warrants"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

private placement financial

"Pangaea acquired 1,179,404 shares of Series A Common Stock pursuant to a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Series A common stock financial

"Title of class of securities: 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.

warrants to purchase Series A Common Stock financial

"warrants to purchase Series A Common Stock ("Warrants") held by the Reporting Person"

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Available on EDGAR 08/10/2026 - 07:18 PM Accepted by SEC EDGAR 08/10/2026 - 07:17 PM Learn about SEC filing dates

FAQ

What percentage of Factorial Energy Inc. (FAC) does CGC III Sponsor, Pangaea Three-B and Peter Yu own?

They report beneficial ownership of 8,451,973 shares of Factorial Energy Inc. Series A common stock, representing 9.2% of the class. This percentage is based on 91,510,501 shares outstanding as of June 5, 2026.

How many Factorial Energy Inc. (FAC) shares are excluded because of warrant limits?

They exclude 4,724,120 Factorial Energy Inc. shares underlying warrants from beneficial ownership. A 4.9% beneficial ownership limitation in the warrants restricts exercises that would push holdings above that level.

How did CGC III Sponsor and Pangaea acquire their Factorial Energy Inc. (FAC) shares?

Sponsor Class B SPAC shares converted into 5,810,000 Series A shares at closing, including 100,000 via DirectorCo. Pangaea acquired 1,179,404 shares in a private placement and 1,468,894 shares through open-market purchases.

What was the total SPAC sponsor forfeiture in the Factorial Energy Inc. (FAC) transaction?

CGC III Sponsor forfeited 1,090,000 Class B ordinary shares of Cartesian Growth Corporation III. Remaining sponsor Class B shares converted into Series A common stock of Factorial Energy Inc. at the business combination closing.

Why are CGC III Sponsor, Pangaea and Peter Yu reporting Factorial Energy Inc. (FAC) as passive owners?

They state they no longer have board representation, each holds under 20% of Series A common stock, and they did not acquire shares to change or influence control. They therefore report their position under a passive ownership framework.

What corporate changes occurred when Factorial Energy Inc. (FAC) completed its business combination?

Cartesian Growth Corporation III domesticated as a Delaware corporation, changed its name to Factorial Energy Inc., and each Class A ordinary share became one Series A common share. Peter Yu resigned as board chairman at closing.

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)

08/10/2026

(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

CGC III Sponsor 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 8,451,973.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 8,451,973.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,451,973.00

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)

9.2 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 30347G103

1

Names of Reporting Persons

Pangaea Three-B, 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 8,451,973.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 8,451,973.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,451,973.00

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)

9.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 30347G103

1

Names of Reporting Persons

Peter Yu

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 8,451,973.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 8,451,973.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,451,973.00

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)

9.2 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Factorial Energy Inc.
(b)	Address of issuer's principal executive offices: 805 Middlesex Turnpike, Billerica, MA 01821
Item 2.
(a)	Name of person filing: This statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): (i) CGC III Sponsor LLC (ii) Pangaea Three-B, LP (iii) Peter Yu The Reporting Persons are filing this Schedule 13G/A. The Reporting Persons previously filed a Schedule 13G on August 5, 2025 with respect to the Class A ordinary shares of the Issuer (which was formerly known as Cartesian Growth Corporation III or "CGC"). On June 5, 2026, CGC consummated a business combination (the "Business Combination") pursuant to the terms of the Business Combination Agreement, dated December 17, 2025, by and among CGC, Fenway MS, Inc., a Delaware corporation and wholly-owned subsidiary of CGC, and Factorial Inc., a Delaware corporation, as amended by the Amendment No. 1 to Business Combination Agreement, dated as of March 26, 2026 and Amendment No. 2 to Business Combination Agreement, dated as of May 18, 2026. In connection with the consummation of the Business Combination (the "Closing"), the Issuer changed its name from "Cartesian Growth Corporation III" to "Factorial Energy Inc." In connection with the Closing, immediately prior to the domestication of the Issuer as a Delaware corporation, among other things, each of CGC's Class B ordinary shares (the "Class B ordinary shares") converted into one Class A ordinary share of CGC as described in CGC's Registration Statement on Form S-4 (File No. 333-294663). Immediately after such conversion, in connection with the domestication of CGC as a Delaware corporation, each Class A ordinary share of CGC converted into one share of the Issuer's Series A common stock (the "Series A Common Stock") on a one-for-one basis. In connection with the Closing, (i) 5,710,000 Class B ordinary shares held by the Sponsor and (ii) 100,000 Class B ordinary shares held by CGC III Sponsor DirectorCo LLC ("DirectorCo") were automatically converted into 5,810,000 shares of Series A Common Stock. The Sponsor is the sole managing member of DirectorCo. The remaining 1,090,000 Class B ordinary shares of CGC held by the Sponsor were forfeited. Simultaneously with the Closing, Pangaea Three-B, LP ("Pangaea") acquired 1,179,404 shares of Series A Common Stock pursuant to a private placement. The aggregate number of shares of Series A Common Stock to which this Schedule 13G/A relates includes 1,468,894 shares that were purchased in the open market by Pangaea using personal funds. The percentage reported herein gives effect to the beneficial ownership limitation contained in the warrants to purchase Series A Common Stock ("Warrants") held by the Reporting Person, which provides that the Reporting Person may not exercise the Warrants to the extent that, after giving effect to such exercise, the Reporting Person, together with its affiliates and any other persons whose beneficial ownership would be aggregated with the Reporting Person for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), would beneficially own more than 4.9% of the Issuer's outstanding Series A Common Stock. Accordingly, the number of shares of Series A Common Stock beneficially owned by the Reporting Person includes 8,451,973 shares of Series A Common Stock and excludes 4,724,120 shares of Series A Common Stock underlying Warrants that are not currently exercisable due to the 4.9% beneficial ownership limitation. Upon closing of the Business Combination, Peter Yu resigned from his role as Chairman of the board of directors of the Issuer. As the Reporting Persons no longer have representation on the board of directors of the Issuer and none of them currently has beneficial ownership of more than 20% of the Series A Common Stock, as calculated in accordance with Rule 13d-3 under the Exchange Act and otherwise have not acquired the Series A Common Stock of the Issuer reported herein with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect, the Reporting Persons are filing this Schedule 13G/A pursuant to Rule 13d-1(d) to amend the Schedule 13G with respect to their beneficial ownership and hereafter will comply with the reporting requirements applicable hereto.
(b)	Address or principal business office or, if none, residence: The principal business address of each of the Reporting Persons is 505 Fifth Avenue, 15th Floor, New York, NY 10017.
(c)	Citizenship: CGC III Sponsor LLC is a Cayman Islands limited liability company, Pangaea Three-B, LP is a Cayman Islands limited partnership and Peter Yu is a citizen of the United States of America.
(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: 8,451,973
(b)	Percent of class: 9.2%. The foregoing percentage is calculated based on 91,510,501 shares of the Issuer's Series A Common Stock outstanding as of June 5, 2026, as reported in the Issuer's Current Report on Form 8-K filed on June 10, 2026.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 8,451,973
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 8,451,973
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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:
	Not Applicable

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.

CGC III Sponsor LLC

Signature:	/s/ Peter Yu
Name/Title:	Peter Yu/President and Manager
Date:	08/10/2026

Pangaea Three-B, LP

Signature:	/s/ Peter Yu
Name/Title:	Peter Yu/Managing Member, By: Pangaea Three GP, LP Its: General Partner, By: Pangaea Three Global GP, LLC Its: General Partner
Date:	08/10/2026

Peter Yu

Signature:	/s/ Peter Yu
Name/Title:	Peter Yu
Date:	08/10/2026

Exhibit Information

Exhibit 1 - Joint Filing Agreement