SCHEDULE: Factorial Energy Inc. Ownership Update

CGC III Sponsor LLC, Pangaea Three-B, LP, and Peter Yu have filed an amended Schedule 13G, reporting a combined 9.2% ownership in Factorial Energy Inc. following a business combination.

Summary

• This filing is an amendment to a Schedule 13G, indicating a change in beneficial ownership reporting for Factorial Energy Inc. (formerly Cartesian Growth Corporation III).
• The reporting persons are CGC III Sponsor LLC, Pangaea Three-B, LP, and Peter Yu.
• These entities collectively beneficially own 8,451,973 shares of Factorial Energy Inc.'s Series A common stock, representing 9.2% of the class.
• This ownership percentage is calculated considering a beneficial ownership limitation of 4.9% on warrants held by one of the reporting persons.
• The filing follows the consummation of a business combination between CGC and Factorial Inc. on June 5, 2026, which resulted in the company's name change to Factorial Energy Inc.
• Peter Yu resigned as Chairman of the board of directors of the Issuer upon closing of the business combination.
• The reporting persons are filing this Schedule 13G/A because they no longer have board representation and do not beneficially own more than 20% of the Series A Common Stock, and the acquisition of shares was not for the purpose of changing or influencing control.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, primarily reflecting a change in reporting status after a business combination rather than new operational or financial performance data.

Positives

• The reporting persons collectively hold a significant stake of 9.2% in Factorial Energy Inc.
• The business combination has been successfully consummated, leading to the new entity, Factorial Energy Inc.
• The reporting persons are no longer considered a controlling entity, which may signal a more distributed ownership structure.

Negatives

• Peter Yu has resigned from his role as Chairman of the board of directors.
• The ownership percentage is capped at 9.2% due to beneficial ownership limitations on warrants, meaning a larger potential stake is restricted.

Risks

• The beneficial ownership limitation of 4.9% on warrants restricts the reporting persons from exercising warrants that would increase their stake beyond this threshold, potentially limiting their influence or investment upside.
• The resignation of Peter Yu from the board could indicate a shift in strategic direction or a reduction in direct oversight from key stakeholders.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding future financial performance. It primarily details the current ownership structure post-business combination and the reporting obligations thereof.

Management Comments

• 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.
• 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').

Industry Context

StockSavvy.ai notes that this filing is typical for entities involved in SPAC (Special Purpose Acquisition Company) business combinations. The transition from a SPAC (Cartesian Growth Corporation III) to an operating company (Factorial Energy Inc.) involves significant changes in reporting requirements and ownership structures, as reflected in this Schedule 13G amendment.

Management Changes

Stakeholder Impact

• Shareholders: The filing confirms the ownership structure post-business combination and the 9.2% stake held by the reporting persons. The resignation of Peter Yu from the board may impact shareholder confidence or strategic oversight.
• Creditors: No direct impact mentioned, but the successful completion of the business combination and ongoing operations are generally positive for creditors.
• Employees: The business combination and name change suggest a new phase for the company, which could lead to strategic shifts affecting employees.

Next Steps

• The Reporting Persons will continue to comply with the reporting requirements applicable to Schedule 13G filings.
• Factorial Energy Inc. will continue its operations as a public entity following the business combination.

Key Dates

Keywords

Factorial Energy Inc., Schedule 13G, Business Combination, Ownership, Securities, CGC III Sponsor LLC, Pangaea Three-B, LP, Peter Yu