SCHEDULE: Stellantis Discloses 9.5% Stake in Factorial Energy

Stellantis N.V. and its subsidiaries have reported beneficial ownership of approximately 9.5% of Factorial Energy Inc.'s Series A Common Stock following a business combination.

Summary

• Stellantis N.V., along with its subsidiaries Stellantis Europe S.p.A. and Stellantis Ventures B.V., has filed a Schedule 13D indicating their beneficial ownership of 8,669,995 shares of Factorial Energy Inc.'s Series A Common Stock.
• This ownership stake represents approximately 9.5% of the total outstanding Series A Common Stock.
• The shares were acquired as a result of a business combination completed on June 5, 2026, involving Factorial Inc.
• Stellantis Europe previously held Series D preferred stock and warrants in Factorial, while Stellantis Ventures held a secured convertible promissory note.
• These securities were converted into Series A Common Stock upon the completion of the business combination.
• Jon Nelson, Chief Executive of Stellantis Financial Services, has been appointed to Factorial Energy's Board of Directors.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting a major automotive player's commitment to a battery technology company, though specific financial performance details are absent.

Positives

• Stellantis, a major automotive manufacturer, has taken a significant stake in Factorial Energy, indicating confidence in the company's technology and future prospects.
• The conversion of previous investments into common stock upon business combination completion suggests a successful integration or milestone achievement.
• The appointment of a Stellantis executive to the board signifies a strategic alignment and potential for enhanced collaboration.

Negatives

• The filing does not contain specific financial performance data for Factorial Energy, making it difficult to assess its current financial health.
• The ownership stake is subject to lock-up provisions, restricting immediate sale of a significant portion of the shares.

Risks

• The lock-up provisions restrict the transfer of shares for up to one year from the closing date, with early release contingent on specific trading price conditions.
• Future actions by Stellantis regarding their investment, such as purchasing additional securities or selling existing holdings, are dependent on various market and company-specific factors.
• The success of the investment is tied to Factorial Energy's ability to execute its business strategy and achieve its financial goals.

Future Outlook

The Reporting Persons may, depending on various factors including the Issuer's financial position, business strategy, stock price, and market conditions, take actions such as purchasing additional securities, selling existing securities, or changing their intentions regarding the investment. The Registration Rights Agreement provides for the filing of a resale registration statement and customary registration rights.

Management Comments

• The Reporting Persons acquired the securities disclosed herein based on the belief that the securities, when acquired, represented an attractive investment opportunity.
• The Reporting Persons may from time to time engage in discussions with management and the Board and other shareholders and potential shareholders of the Issuer and other parties concerning, among other things, the business, operations and future plans of the Issuer.

Industry Context

StockSavvy.ai notes that Stellantis's increased stake in Factorial Energy aligns with broader automotive industry trends of major manufacturers investing in and collaborating with advanced battery technology companies to secure future supply chains and drive innovation in electric vehicle development.

Management Changes

Corporate Governance

Related Party Transactions

• The acquisition of Series A Common Stock by Stellantis entities resulted from a business combination involving Factorial Inc. and its subsidiaries, and a Collaboration Agreement between Factorial and FCA US LLC, an affiliate of Stellantis.

Stakeholder Impact

• Shareholders: The increased stake by a major automotive player could be viewed positively, potentially signaling stability and strategic alignment. However, lock-up provisions may limit immediate trading activity.
• Employees: The strategic investment and board appointment may indicate a commitment to Factorial's growth, potentially leading to future opportunities.
• Suppliers/Creditors: Increased confidence in Factorial's long-term viability due to Stellantis's involvement could positively impact its relationships with suppliers and creditors.

Next Steps

• Stellantis may engage in discussions with Factorial Energy's management and board regarding the company's business, operations, and future plans.
• Stellantis may consider future actions regarding its investment, including purchasing more shares or selling existing shares.
• Factorial Energy is obligated to file a resale registration statement for certain shares held by Stellantis and other parties within 30 days of the Closing Date.

Key Dates

Recommendation

The filing indicates a significant strategic investment by Stellantis in Factorial Energy, which is a positive signal for the company's future. However, the lack of detailed financial performance metrics for Factorial Energy and the presence of lock-up provisions on Stellantis's shares warrant a 'hold' recommendation pending further information on Factorial's operational progress and financial health.

Keywords

Factorial Energy, Stellantis, Schedule 13D, Beneficial Ownership, Series A Common Stock, Business Combination, Investment, Board of Directors, Automotive Technology, Electric Vehicles