Factorial Energy Inc.

Code

A

Shares

1,468,894

Price

$0.00

Footnotes

7

The Class B ordinary shares are convertible for shares of Series A Common Stock as described in the Issuer's Registration Statement on Form S-4 (File No. 333-294663) (the "Registration Statement") and have no expiration date. On June 5, 2026, the Issuer consummated its initial business combination (the "Business Combination"). In connection with the Business Combination, 6,800,000 Class B ordinary shares held by CGC III Sponsor LLC (the "Sponsor") and 100,000 Class B ordinary shares held by CGC III Sponsor DirectorCo ("DirectorCo") converted into Series A Common Stock on a one-for-one basis. Represents securities held by the Sponsor. Pangaea Three B, LP ("Pangaea") is the sole member of the Sponsor and is controlled by Peter Yu. Consequently, each of Pangaea and Mr. Yu may be deemed to share voting and dispositive control over the securities held by the Sponsor, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by the Sponsor, except to the extent of his pecuniary interest therein. These shares of Series A Common Stock were acquired by Pangaea in a private placement upon consummation of the Business Combination. These shares of Series A Common Stock were acquired upon consummation of the Business Combination for no additional consideration. Represents securities held by Pangaea. Pangaea is controlled by Peter Yu. Consequently, Mr. Yu may be deemed to share voting and dispositive control over the securities held by Pangaea, and thus to share beneficial ownership of such securities. Mr. Yu disclaims beneficial ownership of the securities held by Pangaea, except to the extent of his pecuniary interest therein. The Class B ordinary shares are convertible for shares of Series A Common Stock as described in the Issuer's Registration Statement and have no expiration date. On June 5, 2026, the Sponsor forfeited 1,090,000 Class B ordinary shares in connection with the consummation of the Business Combination. Each warrant shall become exercisable on July 5, 2026, 30 days after the completion of the Business Combination as described in the Issuer's Registration Statement. Each warrant shall expire on June 5, 2031, five years after the completion of the Business Combination, or earlier upon redemption or liquidation, as described in the Issuer's Registration Statement.