Factorial Energy Inc. 8-K

What Happened

• Factorial Energy Inc. (the public company successor to CGC) filed an 8‑K on June 10, 2026 confirming the closing of its business combination (press release issued June 8, 2026) and the first day of trading on Nasdaq. As part of the closing, the company domesticated as a Delaware corporation, changed its name to Factorial Energy Inc., and adopted a new charter and bylaws.
• The filing describes several transaction‑related agreements and corporate actions, including an Amended & Restated Registration Rights Agreement (A&R Registration Rights Agreement), an Amended & Restated Warrant Agreement, indemnification agreements and directors’ & officers’ insurance, a 2026 Equity Incentive Plan (21,000,000 shares initially reserved) and an Employee Stock Purchase Plan (1,830,211 shares initially reserved). PubCo will file a resale registration statement within 30 days to register resale of certain shares.

Key Details

• Closing announced June 8, 2026; 8‑K filed June 10, 2026 and first Nasdaq trading day disclosed in the press release.
• Approximately 80.6 million shares of PubCo Series A Common Stock (about 88.1% of issued and outstanding Series A shares post‑closing) will be subject to registration rights under the A&R Registration Rights Agreement and investor purchase agreements.
• PubCo must file a Resale Registration Statement within 30 calendar days of the Closing Date and will use commercially reasonable efforts to have it declared effective as soon as practicable.
• PubCo adopted the Factorial Energy Inc. 2026 Equity Incentive Plan (initial reserve 21,000,000 shares, with annual automatic increases) and an ESPP (initial reserve 1,830,211 shares, with scheduled annual increases).

Why It Matters

• This filing confirms the formal completion of the merger and the company’s public market transition (Nasdaq listing), which establishes liquidity and public reporting obligations for Factorial Energy Inc.
• A very large portion of shares (≈88.1% of Series A) are covered by registration rights, meaning many holders will be able to register and potentially sell shares once the registration statement is effective—this can affect share supply in the market.
• New equity plans and reserved shares create potential dilution over time as awards and ESPP purchases occur; investors should watch filings for grants, option exercises and ESPP participation.
• Indemnification agreements and D&O insurance are in place to protect directors and officers, and the company adopted a new Code of Business Conduct and Ethics as part of its governance changes.