Investor Relations FAQs

_{Last updated: June 2026}

The following Frequently Asked Questions (FAQ) are intended to provide general information about Factorial Energy Inc. (Nasdaq: FAC), following the completion of its business combination with Cartesian Growth Corporation III. This FAQ does not constitute an offer to sell or a solicitation to buy any securities and does not constitute investment advice. Investors should review the company’s publicly available filings with the U.S. Securities and Exchange Commission (SEC) for complete and authoritative information.

About the Company

Yes. Factorial Energy Inc. is a publicly traded company listed on the Nasdaq Capital Market under the ticker symbol “FAC.”. Prior to the completion of its business combination with Cartesian Growth Corporation III (Nasdaq: CGCT) (“CGCT”) in June 2026 (“Business Combination”), Factorial operated as a privately held company.

The publicly traded entity is Factorial Energy Inc., a Delaware corporation. Factorial Inc. (the operating company) is a wholly-owned subsidiary of Factorial Energy Inc.

Factorial is headquartered in Billerica, Massachusetts, USA.

Factorial Energy is a U.S. leader in solid-state batteries, delivering industry-leading performance through its proprietary FEST® and Solstice™ platforms, engineered for scalable manufacturing and developed in close collaboration with customers across drone, robotics, and automotive applications. Mercedes-Benz’ real-world road testing in a lightly modified test vehicle achieved over 1,200 km of range on a single charge, while Stellantis-lab testing verified 77 Ah cells demonstrating high energy density, fast-charging, and robust use for energy and power performance across temperature extremes. Backed by In-Q-Tel, the not-for-profit strategic investor for the U.S. national security community and America’s allies, Factorial’s commercial partnerships include global automotive leaders such as Mercedes-Benz, Stellantis, Hyundai Motor Company, and Kia Corporation.

Factorial Energy Inc. operates on a calendar fiscal year ending December 31.

Stock & Trading

Shares of Factorial Energy Inc. Series A common stock trade on the Nasdaq Capital Market under the ticker symbol “FAC.” Investors may purchase shares through their brokerage accounts. Factorial Energy Inc. does not provide investment advice or recommendations regarding the purchase or sale of its securities.

Factorial Energy Inc. has two series of common stock outstanding: Series A common stock and Series B common stock. The rights of holders of Series A and Series B common stock are identical except with respect to voting and conversion rights. Each share of Series A common stock is entitled to one (1) vote per share. Each share of Series B common stock is entitled to ten (10) votes per share and is held exclusively by the Factorial Founders. Each share of Series B common stock is convertible at any time into one share of Series A common stock. All Series B common stock will automatically convert into Series A common stock upon the earliest of: (i) the date specified by affirmative vote of holders of at least 66⅔% of outstanding Series B shares; (ii) nine months following the death or permanent incapacity of both Factorial Founders; or (iii) the seven-year anniversary of the closing date of the Business Combination. Only Series A common stock is publicly traded.

Because the Factorial Founders hold a majority of the combined voting power of all outstanding common stock through their Series B shares, Factorial Energy Inc. qualifies as a “controlled company” under Nasdaq corporate governance rules. As a controlled company, Factorial is eligible for certain exemptions from Nasdaq’s corporate governance requirements, including the requirement that a majority of its board of directors consist of “independent directors” and that its compensation committee consist entirely of independent directors. Investors should review the company’s SEC filings for complete disclosure regarding its corporate governance structure.

Upon closing of the Business Combination, each outstanding Class A ordinary share of CGCT was reclassified into one share of Factorial Energy Inc. Series A common stock. Shareholders who did not elect to redeem their shares prior to closing became shareholders of Factorial Energy Inc. Shareholders who elected to redeem their shares received cash equal to their pro rata portion of the CGCT trust account.

At closing of the Business Combination, each outstanding CGCT public warrant was automatically converted into a corresponding Factorial Energy Inc. public warrant. The public warrants trade on Nasdaq under the symbol “FACWW.” Investors should review the applicable warrant agreement and SEC filings for complete terms.

Factorial does not currently anticipate paying cash dividends on its common stock in the foreseeable future. The company intends to retain all available funds and future earnings, if any, for use in operating and growing its business. Any future determination regarding the payment of dividends will be made at the discretion of the board of directors.

Factorial expects to report financial results on a quarterly basis. Earnings release dates, investor conference call details, and webcast information will be posted on the Investor Relations section of the company’s website in advance of each release.

For Former Factorial Inc. Shareholders

At closing of the Business Combination, each share of Factorial Inc. capital stock was automatically converted into the right to receive a number of shares of Factorial Energy Inc. common stock based on an exchange ratio established under the Business Combination Agreement. Holders of Factorial Inc. common stock (other than the Factorial Founders) received shares of Factorial Energy Inc. Series A common stock. Holders of Factorial Inc. preferred stock had their preferred shares automatically converted into Factorial Inc. common stock in accordance with Factorial’s certificate of incorporation, which were then converted into Factorial Energy Inc. Series A common stock at the same exchange ratio. For the specific number of shares you received, please refer to your Continental Stock Transfer & Trust Company account (see Q15).

A few weeks after the closing, each Factorial Inc. shareholder will receive an email from Continental Stock Transfer & Trust Company, Factorial Energy Inc.’s transfer agent, with log-in details for their account. Through this account, shareholders will be able to view their Factorial Energy Inc. shareholding and access instructions on how to transfer their shares to a brokerage account.

Former Factorial Inc. shareholders who received shares of Factorial Energy Inc. in the Business Combination are subject to lock-up restrictions under the company’s bylaws. Specifically, 25% of lock-up shares are released 180 days after the closing date, a further 25% are released 270 days after the closing date, and the remaining 50% are released on the first anniversary of the closing date. Early release of lock-up shares may occur if the 20-day volume-weighted average price (VWAP) of Factorial Energy Inc. Series A common stock reaches specified thresholds: one-third of remaining lock-up shares are released at $12.00 per share, an additional one-third at $14.00 per share, and the final one-third at $16.00 per share. Please review the applicable lock-up provisions in Factorial Energy Inc.’s bylaws and SEC filings for complete terms, or consult your legal advisor.

Corporate Governance

Factorial’s corporate governance documents are available on the Investor Relations section of its website, including board committee charters, governance guidelines, and other related materials. The company’s proxy statements and annual reports to be filed with the SEC will also contain detailed governance disclosures.

No. Factorial Energy Inc. does not provide investment advice, recommendations, or guidance regarding the purchase or sale of any securities. Investors should consult their own financial, legal, and tax advisors before making any investment decisions.

Investor Relations Resources

Factorial Energy Inc.’s SEC filings, including Forms 10-K, 10-Q, 8-K, proxy statements, and other reports, can be accessed on the Investor Relations section of the company’s website and directly through the SEC’s public filing system at www.sec.gov. Investors are encouraged to review these filings, which contain important information about the company’s business, financial condition, and risk factors.

Investor presentations, earnings call webcast replays, and related materials are posted to the Investor Relations section of Factorial’s website. Investors may also sign up for email alerts to be notified of new filings and investor communications.

Continental Stock Transfer & Trust Company serves as the transfer agent and registrar for Factorial Energy Inc. common stock. Shareholders may contact the transfer agent regarding address changes, ownership transfers, account inquiries, direct registration, and lost or replacement share certificates.

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Telephone: (212) 509-4000
Website: www.continentalstock.com

RSM US LLP serves as the independent registered public accounting firm for Factorial Energy Inc.

Investor inquiries may be directed to IR@FactorialEnergy.com.

Investors may subscribe to company news releases, SEC filing alerts, and other investor communications through the Investor Relations section of Factorial Energy Inc.’s website.

Disclaimer

This FAQ contains forward-looking statements that involve risks and uncertainties. Forward-looking statements herein generally relate to future events or the future financial or operating performance of Factorial. The proposed business combination is subject to customary closing conditions, and there can be no assurance that the transaction will be completed on the anticipated terms, on the anticipated timeline, or at all.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “project,” “target,” “plan,” or “potentially” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. While Factorial may elect to update such forward-looking statements in the future, it disclaims any obligation to do so.

Additional Information about the Business Combination and Where to Find It

This communication relates to the proposed business combination between Factorial and Cartesian III (“Business Combination”) pursuant to that certain Business Combination Agreement, dated as of December 17, 2025, by and among Cartesian III, Fenway MS, Inc., a Delaware corporation, and Factorial, as amended.

The proposed Business Combination will be submitted to shareholders of Cartesian III for their consideration. Cartesian III and Factorial have filed a registration statement on Form S-4 with the Securities and Exchange Commission (“SEC”), which was declared effective by the SEC on May 6, 2026 and which includes a definitive proxy statement/prospectus. The definitive proxy statement/prospectus and other relevant documents have been mailed to Cartesian III’s shareholders as of May 1, 2026, the record date established for voting on the proposed Business Combination in connection with Cartesian III’s solicitations of proxies from its shareholders with respect to the proposed Business Combination and other matters described in the Form S-4, and serves as the prospectus relating to the offer of the securities to be issued to the stockholders of Factorial in connection with the completion of the proposed Business Combination.

Before making any voting or investment decision, Cartesian III shareholders, Factorial stockholders, and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC by Cartesian III in connection with the proposed Business Combination and other matters to be described in those documents when they become available, because they will contain important information about Cartesian III, Factorial and the proposed Business Combination. Shareholders will also be able to obtain free copies of the proxy statement/prospectus and other documents filed by Cartesian III with the SEC, without charge, at the SEC’s website located at www.sec.gov, or by directing a written request to Cartesian Growth Corporation III, 505 Fifth Avenue, 15th Floor, New York, New York 10017.

Participants in the Solicitation

Cartesian III, Factorial, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from Cartesian III’s shareholders with respect to the proposed Business Combination and the other matters set forth in the proxy statement/prospectus.

Information regarding Cartesian III’s directors and executive officers, and a description of their interests in Cartesian III is contained in Cartesian III’s final prospectus for its initial public offering filed with the SEC on May 5, 2025, which is available free of charge at www.sec.gov.

Additional information regarding the interests of such participants in the proxy solicitation will be contained in the proxy statement/prospectus relating to the proposed Business Combination when it becomes available. Shareholders, potential investors and other interested persons should read these documents carefully before making any voting or investment decisions.

This communication is not a substitute for the registration statement filed by Cartesian III or for any other document that Cartesian III and Factorial may file with the SEC in connection with the proposed Business Combination.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

No Offer or Solicitation

This communication shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, nor the solicitation of any vote, consent or approval in connection with the proposed Business Combination.

This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of securities in the United States or any other jurisdiction.

No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or exemptions therefrom.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

IR Resources